SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                                   SONUS CORP.
             (Exact name of registrant as specified in its charter)


              Yukon Territory, Canada                    Not Applicable
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

         111 S.W. Fifth Avenue, Suite 1620
         Portland, Oregon                                      97204
        (Address of principal executive offices)             (Zip Code)


            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (Full title of the plan)


                                Brian S. Thompson
                          General Counsel and Secretary
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 1620
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (Name, address, and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 ===========================================================================================

<S>                     <C>            <C>               <C>                 <C>
       Title of         Amount to be   Proposed Maximum  Proposed Maximum     Amount of
   Securities to be      Registered     Offering Price       Aggregate     Registration Fee
      Registered                           Per Share      Offering Price
 -------------------------------------------------------------------------------------------
    Common Shares,
  without nominal or
          par             2,200,000           (1)           $5,110,482(1)   $1,222
  value, and options       shares
   and other rights
    related thereto
 ===========================================================================================
</TABLE>

(1)Pursuant to Rule 457(h),  the proposed maximum  aggregate  offering price and
   the  registration fee have been computed based on the  sum of (a) $4,933,200,
   which  represents the aggregate  purchase price of 1,935,400 common shares of
   Sonus Corp. subject to outstanding options and (b) $177,282, which represents
   the fair market value of 264,600 common shares as to which additional options
   or other awards may be granted. The latter figure was calculated on the basis
   of the  average of the high and low sales  prices,  $0.67,  reported  for the
   common shares by the American Stock Exchange on December 24, 2001.


<PAGE>


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

(a) The registrant's Annual Report on Form 10-K for the fiscal year ended July
31, 2001, filed December 4, 2001.

(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended October
31, 2001, filed December 24, 2001.

(c) The description of the registrant's Common Shares included as Exhibit 99 to
the registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31,
1999.

      All  documents  filed by the  registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Sonus  Corp.  has agreed to  indemnify  and hold KPMG LLP (KPMG)  harmless
against  and from any and all legal costs and  expenses  which KPMG may incur in
connection with KPMG's successful defense of any legal action or proceeding that
may arise as a result of its consent to the inclusion of its audit report on the
registrant's past financial statements included in this registration  statement,
whether brought under the federal securities laws, other statutes, common law or
otherwise,  except  a court  adjudication  that  it is  guilty  of  professional
malpractice  or if it becomes  liable for any part of a  plaintiff's  damages by
virtue of settlement.

Item 6.     Indemnification of Directors and Officers.

      Part 8 of the registrant's bylaws requires the registrant to indemnify, in
all  circumstances  permitted  by the  Business  Corporations  Act (Yukon)  (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

(a) all costs,  charges, and expenses,  including any amount to settle an action
or  satisfy a  judgment  reasonably  incurred  by him in  respect  of any civil,
criminal,  or administrative

                                      11-1
<PAGE>

action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of the registrant or such body corporate; and

(b) all other costs,  charges,  and expenses  reasonably  incurred in connection
with the defense of any civil,  criminal, or administrative action or proceeding
to which he is made a party by  reason  of being or having  been a  director  or
officer of the registrant or such body corporate.

      The effect of this provision of the registrant's  bylaws,  when considered
in  light  of  Part  9,  Section  126  of  the  Act,  is to  grant  a  right  of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

(a) the  individual (i) acted honestly and in good faith with a view to the best
interests of the registrant and (ii) in the case of a criminal or administrative
action or  proceeding  that is enforced by a monetary  penalty,  had  reasonable
grounds to believe that his conduct was lawful;

(b) the individual was substantially  successful on the merits on his defense of
the action or proceeding and acted honestly and in good faith with a view to the
best  interests  of  the   registrant   and,  in  the  case  of  a  criminal  or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

(c) in the case of an action on behalf of the  registrant  to procure a judgment
in its  favor,  to which  the  individual  is made a party by reason of being or
having  been a director  or  officer of the  registrant,  the  individual  acted
honestly and in good faith with a view to the best interests of the  registrant,
and the court approves such indemnification.

      As permitted by the Act, the registrant  also maintains  insurance for the
protection of its directors and officers  against  liabilities  incurred in such
person's  capacity as a director or officer of the  registrant  or of such other
body corporate,  except when such liability  relates to such person's failure to
act  honestly  and in  good  faith  with a view  to the  best  interests  of the
registrant or such other body corporate.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-5.

Item 9.     Undertakings.

      (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
      Securities Act of 1933 ("Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
      the  effective  date of the  registration  statement  (or the most  recent
      post-effective

                                      11-2
<PAGE>


     amendment  thereof) which,  individually  or in the aggregate,  represent a
     fundamental  change  in the  information  set  forth  in  the  registration
     statement;

          (iii) To include any material  information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
      any  of  the  securities  being  registered  which  remain  unsold  at the
      termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                      11-3
<PAGE>


                                   SIGNATURES

       In accordance  with the  requirements  of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  State  of  Oregon,  on the  26th day of
December, 2001.

                                    SONUS CORP.


                                    By  /s/ Mark Richards
                                        --------------------------------------
                                        Mark Richards
                                        Senior Vice President and
                                        Chief Financial Officer

      In accordance with the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities indicated as of December 26, 2001.

Signature                                 Title

(1) PRINCIPAL EXECUTIVE OFFICER
      AND DIRECTOR:

Daniel J. Kohl*                           Chief Executive Officer and Director


(2) PRINCIPAL FINANCIAL AND
      ACCOUNTING OFFICER:

/s/Mark Richards                          Senior Vice President and Chief
--------------------------------          Financial Officer
Mark Richards

(3) A MAJORITY OF THE BOARD OF DIRECTORS:


JOEL ACKERMAN*                            Director
LESLIE H. CROSS*                          Director
BRANDON M. DAWSON*                        Chairman of the Board
MICHAEL T. FIORE*                         Director
GREGORY G. SCHOTT*                        Director
DAVID J. WENSTRUP*                        Director

*By /s/ Mark Richards
    --------------------------
    Mark Richards
    Attorney-in-fact

                                      11-4
<PAGE>


                                  Exhibit Index

Exhibit                       Description of Exhibit

4.1         Articles  of  Incorporation  of  the  Registrant.   Incorporated  by
            reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
            10-KSB for the fiscal year ended July 31, 1999.

4.2         Bylaws of the  Registrant.  Incorporated by reference to Exhibit 3.2
            to the Registrant's  Quarterly Report on Form 10-QSB for the quarter
            ended January 31, 1999.

5           Opinion  of Davis &  Company  as to  legality  of  securities  being
            registered.

23.1        Consent of Ernst & Young LLP.

23.2        Consent of KPMG LLP.

23.3        Consent of Davis & Company (included in Exhibit 5).

24          Power of Attorney of certain officers and directors.

-------------------------

Other exhibits listed in Item 601 to Regulation S-K are not applicable.
[{"type": "S-8", "sequence": "1", "filename": "sonuss-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15156}]
{"company-data": {"conformed-name": "SONUS CORP", "cik": "0001029260", "assigned-sic": "8090", "state-of-incorporation": "A1", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75978", "film-number": "1823034"}, "business-address": {"street1": "111 S W FIFTH AVE STE 1620", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5032259152"}, "mail-address": {"street1": "111 S W FIFTH AVENUE SUITE 1620", "city": "PORTLAND", "state": "OR", "zip": "97204"}, "former-company": {"former-conformed-name": "HEALTHCARE CAPITAL CORP", "date-changed": "19970220"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   SONUS CORP.
             (Exact name of registrant as specified in its charter)

              Yukon Territory, Canada                    Not Applicable
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

         111 S.W. Fifth Avenue, Suite 1620
         Portland, Oregon                                      97204
        (Address of principal executive offices)             (Zip Code)

            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (Full title of the plan)

                                Brian S. Thompson
                          General Counsel and Secretary
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 1620
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of         Amount to be   Proposed Maximum  Proposed Maximum     Amount of
   Securities to be      Registered     Offering Price       Aggregate     Registration Fee
      Registered                           Per Share      Offering Price
 -------------------------------------------------------------------------------------------
    Common Shares,
  without nominal or
          par             2,200,000           (1)           $5,110,482(1)   $1,222
  value, and options       shares
   and other rights
    related thereto
 ===========================================================================================
(1)Pursuant to Rule 457(h),  the proposed maximum  aggregate  offering price and
   the  registration fee have been computed based on the  sum of (a) $4,933,200,
   which  represents the aggregate  purchase price of 1,935,400 common shares of
   Sonus Corp. subject to outstanding options and (b) $177,282, which represents
   the fair market value of 264,600 common shares as to which additional options
   or other awards may be granted. The latter figure was calculated on the basis
   of the  average of the high and low sales  prices,  $0.67,  reported  for the
   common shares by the American Stock Exchange on December 24, 2001.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

(a) The registrant's Annual Report on Form 10-K for the fiscal year ended July
31, 2001, filed December 4, 2001.

(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended October
31, 2001, filed December 24, 2001.

(c) The description of the registrant's Common Shares included as Exhibit 99 to
the registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31,
1999.

      All  documents  filed by the  registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Sonus  Corp.  has agreed to  indemnify  and hold KPMG LLP (KPMG)  harmless
against  and from any and all legal costs and  expenses  which KPMG may incur in
connection with KPMG's successful defense of any legal action or proceeding that
may arise as a result of its consent to the inclusion of its audit report on the
registrant's past financial statements included in this registration  statement,
whether brought under the federal securities laws, other statutes, common law or
otherwise,  except  a court  adjudication  that  it is  guilty  of  professional
malpractice  or if it becomes  liable for any part of a  plaintiff's  damages by
virtue of settlement.

Item 6.     Indemnification of Directors and Officers.

      Part 8 of the registrant's bylaws requires the registrant to indemnify, in
all  circumstances  permitted  by the  Business  Corporations  Act (Yukon)  (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

(a) all costs,  charges, and expenses,  including any amount to settle an action
or  satisfy a  judgment  reasonably  incurred  by him in  respect  of any civil,
criminal,  or administrative

                                      11-1
action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of the registrant or such body corporate; and

(b) all other costs,  charges,  and expenses  reasonably  incurred in connection
with the defense of any civil,  criminal, or administrative action or proceeding
to which he is made a party by  reason  of being or having  been a  director  or
officer of the registrant or such body corporate.

      The effect of this provision of the registrant's  bylaws,  when considered
in  light  of  Part  9,  Section  126  of  the  Act,  is to  grant  a  right  of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

(a) the  individual (i) acted honestly and in good faith with a view to the best
interests of the registrant and (ii) in the case of a criminal or administrative
action or  proceeding  that is enforced by a monetary  penalty,  had  reasonable
grounds to believe that his conduct was lawful;

(b) the individual was substantially  successful on the merits on his defense of
the action or proceeding and acted honestly and in good faith with a view to the
best  interests  of  the   registrant   and,  in  the  case  of  a  criminal  or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

(c) in the case of an action on behalf of the  registrant  to procure a judgment
in its  favor,  to which  the  individual  is made a party by reason of being or
having  been a director  or  officer of the  registrant,  the  individual  acted
honestly and in good faith with a view to the best interests of the  registrant,
and the court approves such indemnification.

      As permitted by the Act, the registrant  also maintains  insurance for the
protection of its directors and officers  against  liabilities  incurred in such
person's  capacity as a director or officer of the  registrant  or of such other
body corporate,  except when such liability  relates to such person's failure to
act  honestly  and in  good  faith  with a view  to the  best  interests  of the
registrant or such other body corporate.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-5.

Item 9.     Undertakings.

      (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
      Securities Act of 1933 ("Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
      the  effective  date of the  registration  statement  (or the most  recent
      post-effective

                                      11-2
amendment  thereof) which,  individually  or in the aggregate,  represent a
     fundamental  change  in the  information  set  forth  in  the  registration
     statement;

          (iii) To include any material  information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
      any  of  the  securities  being  registered  which  remain  unsold  at the
      termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      11-3
SIGNATURES

       In accordance  with the  requirements  of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  State  of  Oregon,  on the  26th day of
December, 2001.

                                    SONUS CORP.

                                    By  /s/ Mark Richards
                                        --------------------------------------
                                        Mark Richards
                                        Senior Vice President and
                                        Chief Financial Officer

      In accordance with the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities indicated as of December 26, 2001.

Signature                                 Title

(1) PRINCIPAL EXECUTIVE OFFICER
      AND DIRECTOR:

Daniel J. Kohl*                           Chief Executive Officer and Director

(2) PRINCIPAL FINANCIAL AND
      ACCOUNTING OFFICER:

/s/Mark Richards                          Senior Vice President and Chief
--------------------------------          Financial Officer
Mark Richards

(3) A MAJORITY OF THE BOARD OF DIRECTORS:

JOEL ACKERMAN*                            Director
LESLIE H. CROSS*                          Director
BRANDON M. DAWSON*                        Chairman of the Board
MICHAEL T. FIORE*                         Director
GREGORY G. SCHOTT*                        Director
DAVID J. WENSTRUP*                        Director

*By /s/ Mark Richards
    --------------------------
    Mark Richards
    Attorney-in-fact

                                      11-4
Exhibit Index

Exhibit                       Description of Exhibit

4.1         Articles  of  Incorporation  of  the  Registrant.   Incorporated  by
            reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
            10-KSB for the fiscal year ended July 31, 1999.

4.2         Bylaws of the  Registrant.  Incorporated by reference to Exhibit 3.2
            to the Registrant's  Quarterly Report on Form 10-QSB for the quarter
            ended January 31, 1999.

5           Opinion  of Davis &  Company  as to  legality  of  securities  being
            registered.

23.1        Consent of Ernst & Young LLP.

23.2        Consent of KPMG LLP.

23.3        Consent of Davis & Company (included in Exhibit 5).

24          Power of Attorney of certain officers and directors.

-------------------------

Other exhibits listed in Item 601 to Regulation S-K are not applicable.