<PAGE>

                                       Registration Statement No.333-___________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                              Concord Camera Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        New Jersey                                    13-3152196
--------------------------------------------------------------------------------
 (State or other jurisdiction                      (I.R.S. Employer
incorporation or organization)                   Identification No.)

                            4000 Hollywood Boulevard
                        Presidential Circle - Suite 650N
                            Hollywood, Florida, 33021
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

             Concord Camera Corp. Stock Option Plan for Erwin Scholz
--------------------------------------------------------------------------------
                            (Full title of the plan)

                               Assistant Secretary
                              Concord Camera Corp.
                            4000 Hollywood Boulevard
                        Presidential Circle - Suite 650N
                            Hollywood, Florida 33021
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 331-4200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                            Ralph J. Sutcliffe, Esq.
                        Kronish Lieb Weiner & Hellman LLP
                           1114 Avenue of the Americas
                             New York, NY 10036-7798

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                                                        Amount
securities        Amount         Offering        Aggregate      of
to be             to be          price           offering       registration
registered        registered     per share(1)    price          fee
----------        ----------     ------------    --------       ------------
Common Stock
no par value        7,500          $8.625        $64,688        $17.08

-----------------
(1) Pursuant to Rule 457(h)(1), the offering price per share is the price at
    which the options issued pursuant to the employee stock option plan may be
    exercised.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference

         The following documents, which have been filed by the registrant with
the Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement as of their respective dates:

         (a) The registrant's annual report on Form 10-K for the fiscal year
ended July 3, 1999, quarterly report on Form 10-Q for the quarter ended October
2, 1999 and quarterly report on Form 10-Q for the quarter ended January 1, 2000.

         (b) The registrant's Proxy Statement for the Annual Meeting of
Shareholders held on April 22, 1999.

         (c) The description of the registrant's capital stock contained in the
latest registration statement of the registrant under the Securities Exchange
Act of 1934, as amended (the "1934 Act").

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.


Item 5. Interests of Named Experts and Counsel

         As of February 1, 2000, certain members of the law firm of Kronish Lieb
Weiner & Hellman LLP, counsel to the registrant, own, in the aggregate, 80,000
shares of the registrant's no par value common stock ("Common Stock").

Item 6. Indemnification of Directors and Officers

     The New Jersey Business Corporation Act ("NJBCA") permits a corporation to
indemnify its directors and officers against reasonable costs, disbursements,
attorneys' fees, judgments, fines, penalties and amounts paid in settlement
incurred by them in connection with any proceeding brought by third parties, if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful. In a derivative action (i.e., one by or in the right
of the corporation), indemnification may be made only for reasonable costs,
disbursements and attorneys' fees incurred by directors and officers in
connection with the defense or settlement of such action if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation; however, no indemnification shall be made if
such directors and officers shall have been adjudged liable to the corporation,
unless and only to the extent that the Superior Court or the court in which such
proceeding was brought determines upon application that despite the adjudication
of liability, but in view of all circumstances of the case, such directors and
officers are fairly and reasonably entitled to indemnity for the expenses that
the Superior Court or such other court deems proper. The NJBCA further provides
that to the extent any director or officer has been successful on the merits or
otherwise in defense of any action or proceeding referred to in this paragraph
or in defense of any claim, issue or matter therein, such person shall be
indemnified against reasonable costs, disbursements, and attorneys' fees
incurred by him in connection therewith.


                                       2
<PAGE>

         Pursuant to Article SEVENTH of the registrant's Certificate of
Incorporation, as amended, the registrant will indemnify its corporate agents
(as defined in the NJBCA) to the fullest extent permitted by Section 14A:3-5 of
the NJBCA and pursuant to Article EIGHTH of the registrant's Certificate of
Incorporation, as amended, the personal liability of the directors is limited to
the fullest extent permitted by Section 14A:2-7(3) of the NJBCA.

      The registrant has entered into an employment agreement with Ira B.
Lampert ("Lampert"), the Chairman, Chief Executive Officer and President, which
includes certain indemnification provisions. Pursuant to such provisions,
Lampert will be indemnified and held harmless by the registrant to the fullest
extent permitted or authorized by the registrant's Certificate of Incorporation
or By-laws, or the NJBCA (described above) against all expenses reasonably
incurred or suffered in any action, suit or proceeding involving Lampert by
reason of the fact that he is or was a director, officer, or employee of the
registrant or served in another capacity at the request of the registrant.

         The registrant has indemnification insurance under which directors and
officers are insured against certain liability that may occur in their capacity
as such.


Item 8. Exhibits

         4-1    Form of Common Stock Certificate, previously filed with the
                Commission as an Exhibit to the registrant's Registration
                Statement on Form S-18 (No. 33-21156), declared effective July
                12, 1988, and incorporated herein by reference.

         5-1    Opinion of counsel re: legality

         23-1   Consent of Independent Certified Public Accountants

         23-2   Consent of counsel (included in Exhibit 5-1 above)


Item 9. Undertakings

A. Post-Effective Amendments

         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 ("1933 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 amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;



                                       3
<PAGE>

             (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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the 1933
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. Subsequent Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of the employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this 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. Incorporated Annual and Quarterly Reports

         The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

D. Claims for Indemnification

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such


                                       4
<PAGE>

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 1933 Act and will be governed by the final
adjudication of such issue.



                                   SIGNATURES

         Pursuant to 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 Hollywood, State of Florida on this 18th day of
February, 2000.

                                               CONCORD CAMERA CORP.
                                               (Registrant)



                                                By:  /s/ Ira B. Lampert
                                                   -----------------------------
                                                         Ira B. Lampert, Chief
                                                         Executive Officer



                                       5
<PAGE>


               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


     Signature                       Title                       Date
     ---------                       -----                       ----

 (1)  Principal Executive
      Officer:


      /s/ Ira B. Lampert             Chief Executive           February 18, 2000
      ----------------------         Officer, Chairman,
          Ira B. Lampert             President and
                                     Director

(2)   Principal Financial
      Officer and Principal
      Accounting Officer:


      /s/ Harlan I. Press            Corporate Controller      February 18, 2000
      ----------------------         and Assistant
          Harlan I. Press            Secretary


(3)   Majority of Directors:


      /s/ Eli Arenberg               Director                  February 18, 2000
      ----------------------
          Eli Arenberg



      /s/ Ronald S. Cooper           Director                  February 18, 2000
      ----------------------
          Ronald S. Cooper



      /s/ Morris H. Gindi            Director                  February 18, 2000
      ----------------------
          Morris H. Gindi


      /s/ Joel L. Gold               Director                  February 18, 2000
      ----------------------
          Joel L. Gold



      /s/ J. David Hakman            Director                  February 18, 2000
      ----------------------
          J. David Hakman


      /s/ Kent M. Klineman           Director                  February 18, 2000
      ----------------------
          Kent M. Klineman


                                       6


<PAGE>


                                  EXHIBIT INDEX

Exhibit
-------

4-1     Form of Common Stock Certificate, previously filed with the Commission
        as an Exhibit to Registrant's Registration Statement on Form S-18 (No.
        33-21156), declared effective July 12, 1988, and incorporated herein by
        reference.

5-1     Opinion of counsel re: legality

23-1    Consent of Independent Certified Public Accountants

23-2    Consent of counsel (included in Exhibit 5-1 above)





                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16463}]
{"company-data": {"conformed-name": "CONCORD CAMERA CORP", "cik": "0000831861", "assigned-sic": "3861", "irs-number": "133152196", "state-of-incorporation": "NJ", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31202", "film-number": "554546"}, "business-address": {"street1": "4000 HOLLYWOOD BLVD", "street2": "STE 650 NORTH", "city": "HOLLYWOOD", "state": "FL", "zip": "33021", "phone": "9543314211"}, "mail-address": {"street1": "4000 HOLLYWOOD BLVD", "street2": "STE 650 NORTH", "city": "HOLLYWOOD", "state": "FL", "zip": "33021"}}
Registration Statement No.333-___________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Concord Camera Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        New Jersey                                    13-3152196
--------------------------------------------------------------------------------
 (State or other jurisdiction                      (I.R.S. Employer
incorporation or organization)                   Identification No.)

                            4000 Hollywood Boulevard
                        Presidential Circle - Suite 650N
                            Hollywood, Florida, 33021
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

             Concord Camera Corp. Stock Option Plan for Erwin Scholz
--------------------------------------------------------------------------------
                            (Full title of the plan)

                               Assistant Secretary
                              Concord Camera Corp.
                            4000 Hollywood Boulevard
                        Presidential Circle - Suite 650N
                            Hollywood, Florida 33021
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 331-4200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                            Ralph J. Sutcliffe, Esq.
                        Kronish Lieb Weiner & Hellman LLP
                           1114 Avenue of the Americas
                             New York, NY 10036-7798

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                                                        Amount
securities        Amount         Offering        Aggregate      of
to be             to be          price           offering       registration
registered        registered     per share(1)    price          fee
----------        ----------     ------------    --------       ------------
Common Stock
no par value        7,500          $8.625        $64,688        $17.08

-----------------
(1) Pursuant to Rule 457(h)(1), the offering price per share is the price at
    which the options issued pursuant to the employee stock option plan may be
    exercised.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

         The following documents, which have been filed by the registrant with
the Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement as of their respective dates:

         (a) The registrant's annual report on Form 10-K for the fiscal year
ended July 3, 1999, quarterly report on Form 10-Q for the quarter ended October
2, 1999 and quarterly report on Form 10-Q for the quarter ended January 1, 2000.

         (b) The registrant's Proxy Statement for the Annual Meeting of
Shareholders held on April 22, 1999.

         (c) The description of the registrant's capital stock contained in the
latest registration statement of the registrant under the Securities Exchange
Act of 1934, as amended (the "1934 Act").

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel

         As of February 1, 2000, certain members of the law firm of Kronish Lieb
Weiner & Hellman LLP, counsel to the registrant, own, in the aggregate, 80,000
shares of the registrant's no par value common stock ("Common Stock").

Item 6. Indemnification of Directors and Officers

     The New Jersey Business Corporation Act ("NJBCA") permits a corporation to
indemnify its directors and officers against reasonable costs, disbursements,
attorneys' fees, judgments, fines, penalties and amounts paid in settlement
incurred by them in connection with any proceeding brought by third parties, if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful. In a derivative action (i.e., one by or in the right
of the corporation), indemnification may be made only for reasonable costs,
disbursements and attorneys' fees incurred by directors and officers in
connection with the defense or settlement of such action if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation; however, no indemnification shall be made if
such directors and officers shall have been adjudged liable to the corporation,
unless and only to the extent that the Superior Court or the court in which such
proceeding was brought determines upon application that despite the adjudication
of liability, but in view of all circumstances of the case, such directors and
officers are fairly and reasonably entitled to indemnity for the expenses that
the Superior Court or such other court deems proper. The NJBCA further provides
that to the extent any director or officer has been successful on the merits or
otherwise in defense of any action or proceeding referred to in this paragraph
or in defense of any claim, issue or matter therein, such person shall be
indemnified against reasonable costs, disbursements, and attorneys' fees
incurred by him in connection therewith.

                                       2
Pursuant to Article SEVENTH of the registrant's Certificate of
Incorporation, as amended, the registrant will indemnify its corporate agents
(as defined in the NJBCA) to the fullest extent permitted by Section 14A:3-5 of
the NJBCA and pursuant to Article EIGHTH of the registrant's Certificate of
Incorporation, as amended, the personal liability of the directors is limited to
the fullest extent permitted by Section 14A:2-7(3) of the NJBCA.

      The registrant has entered into an employment agreement with Ira B.
Lampert ("Lampert"), the Chairman, Chief Executive Officer and President, which
includes certain indemnification provisions. Pursuant to such provisions,
Lampert will be indemnified and held harmless by the registrant to the fullest
extent permitted or authorized by the registrant's Certificate of Incorporation
or By-laws, or the NJBCA (described above) against all expenses reasonably
incurred or suffered in any action, suit or proceeding involving Lampert by
reason of the fact that he is or was a director, officer, or employee of the
registrant or served in another capacity at the request of the registrant.

         The registrant has indemnification insurance under which directors and
officers are insured against certain liability that may occur in their capacity
as such.

Item 8. Exhibits

         4-1    Form of Common Stock Certificate, previously filed with the
                Commission as an Exhibit to the registrant's Registration
                Statement on Form S-18 (No. 33-21156), declared effective July
                12, 1988, and incorporated herein by reference.

         5-1    Opinion of counsel re: legality

         23-1   Consent of Independent Certified Public Accountants

         23-2   Consent of counsel (included in Exhibit 5-1 above)

Item 9. Undertakings

A. Post-Effective Amendments

         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 ("1933 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 amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

                                       3
(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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the 1933
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. Subsequent Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of the employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this 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. Incorporated Annual and Quarterly Reports

         The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

D. Claims for Indemnification

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such

                                       4
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 1933 Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to 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 Hollywood, State of Florida on this 18th day of
February, 2000.

                                               CONCORD CAMERA CORP.
                                               (Registrant)

                                                By:  /s/ Ira B. Lampert
                                                   -----------------------------
                                                         Ira B. Lampert, Chief
                                                         Executive Officer

                                       5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

     Signature                       Title                       Date
     ---------                       -----                       ----

 (1)  Principal Executive
      Officer:

      /s/ Ira B. Lampert             Chief Executive           February 18, 2000
      ----------------------         Officer, Chairman,
          Ira B. Lampert             President and
                                     Director

(2)   Principal Financial
      Officer and Principal
      Accounting Officer:

      /s/ Harlan I. Press            Corporate Controller      February 18, 2000
      ----------------------         and Assistant
          Harlan I. Press            Secretary

(3)   Majority of Directors:

      /s/ Eli Arenberg               Director                  February 18, 2000
      ----------------------
          Eli Arenberg

      /s/ Ronald S. Cooper           Director                  February 18, 2000
      ----------------------
          Ronald S. Cooper

      /s/ Morris H. Gindi            Director                  February 18, 2000
      ----------------------
          Morris H. Gindi

      /s/ Joel L. Gold               Director                  February 18, 2000
      ----------------------
          Joel L. Gold

      /s/ J. David Hakman            Director                  February 18, 2000
      ----------------------
          J. David Hakman

      /s/ Kent M. Klineman           Director                  February 18, 2000
      ----------------------
          Kent M. Klineman

                                       6
EXHIBIT INDEX

Exhibit
-------

4-1     Form of Common Stock Certificate, previously filed with the Commission
        as an Exhibit to Registrant's Registration Statement on Form S-18 (No.
        33-21156), declared effective July 12, 1988, and incorporated herein by
        reference.

5-1     Opinion of counsel re: legality

23-1    Consent of Independent Certified Public Accountants

23-2    Consent of counsel (included in Exhibit 5-1 above)

                                       7