<PAGE>

     As filed with the Securities and Exchange Commission on May 3, 2001
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                                  ------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                                  I-MANY, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                       01-0524931
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification Number)

         537 CONGRESS STREET                                 04101-3353
            PORTLAND, ME                                     (Zip Code)
(Address of Principal Executive Offices)


                         2001 EMPLOYEE STOCK OPTION PLAN

                                 A. LEIGH POWELL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  I-MANY, INC.
                               537 CONGRESS STREET
                             PORTLAND, ME 04101-3353
                      (Name, Address of Agent for Service)

                                 (207) 774-3244
                     (Telephone number, including area code,
                              of agent for service)
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                 AMOUNT TO BE         PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES         REGISTERED (1)       OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION FEE
     TO BE REGISTERED                                       SHARE                  PRICE
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
<S>                           <C>                     <C>                   <C>                   <C>
2001 Employee Stock
Option Plan
Common Stock
($.0001 par value)             1,000,000 shares           $12.185(2)           $12,185,000.00(2)     $3,046.25
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
</TABLE>


         (1)      Pursuant to Rule 416(a), this Registration Statement also
                  covers additional securities that may be offered as a result
                  of stock splits, stock dividends or similar transactions
                  relating to the shares covered by this Registration Statement.

         (2)      Estimated solely for purposes of calculating the registration
                  fee, and based upon the average price of the Registrant's
                  Common Stock on April 26, 2001 in accordance with Rule 457(h)
                  under the Securities Act.

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of I-many, Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

         (1)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, or the latest
                  prospectus filed pursuant to Rule 424(b) under the Securities
                  Act that contains audited financial statements for the
                  Registrant's latest fiscal year for which such statements have
                  been filed.

         (2)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (1) above.

         (3)      The description of the common stock of the Registrant, $.0001
                  par value per share (the "Common Stock"), contained in the
                  registration statement filed on June 23, 2000 under Section 12
                  of the Exchange Act, including any amendment or report filed
                  for purposes of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

<PAGE>

Item 6.  Indemnification

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation sets forth procedures for the indemnification of the officers and
directors of the Registrant. Article EIGHTH further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.  Undertakings

         a.       The 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;

<PAGE>

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of this 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.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table herein; and

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

provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 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 Section 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 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 in 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 foregoing provisions, 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the

<PAGE>

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.





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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, Maine on the 3rd day of May, 2001.


                                              By: /s/ A. Leigh Powell
                                                  ------------------------------
                                                  A. Leigh Powell
                                                  President and Chief Executive
                                                  Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of I-many, Inc. hereby
severally constitute and appoint Philip M. St. Germain and A. Leigh Powell, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable I-many, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

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

<TABLE>
<CAPTION>

                 SIGNATURE                                  TITLE(S)                             DATE
<S>                                         <C>                                          <C>


/s/ A. Leigh Powell                        President and Chief Executive Officer and
----------------------------               Chairman of the Board of Directors             May 3, 2001
A. Leigh Powell                            (Principal Executive Officer)


/s/ Philip M. St. Germain                  Chief Financial Officer, Treasurer and         May 3, 2001
----------------------------               Director (Principal Financial and
Philip M. St. Germain                      Accounting Officer)

/s/ William F. Doyle
----------------------------
William F. Doyle                           Director                                       May 3, 2001


----------------------------
E. David Hetz                              Director                                       May _, 2001



<PAGE>

/s/ Jeffrey Horing
----------------------------
Jeffrey Horing                             Director                                       May 3, 2001

/s/ Murray B. Low
----------------------------
Murray B. Low                              Director                                       May 3, 2001

</TABLE>




                                  Exhibit Index
<TABLE>
<CAPTION>

Exhibit
Number              Description
<S>              <C>

4.1(1)           Amended and Restated Certificate of Incorporation of the Registrant
4.2(1)           Amended and Restated By-Laws of the Registrant
4.3(1)           Specimen Certificate for shares of Common Stock, $.0001 par value per share, of the
                 Registrant
5                Opinion of Hale and Dorr LLP
23.1             Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2             Consent of Arthur Andersen LLP
24.1             Power of Attorney (included on the signature page of this Registration Statement)
</TABLE>
--------------------

(1)   Incorporated herein by reference to the Registrant's Registration
      Statement on Form S-1 (Commission File No. 333-32346).
[{"type": "S-8", "sequence": "1", "filename": "a2047399zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16706}]
{"company-data": {"conformed-name": "I MANY INC", "cik": "0001104017", "assigned-sic": "7389", "irs-number": "010524931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60162", "film-number": "1621752"}, "business-address": {"street1": "537 CONGRESS STREET", "street2": "5TH FLOOR", "city": "PORTLAND", "state": "ME", "zip": "04101", "phone": "2077743244"}, "mail-address": {"street1": "537 CONGRESS STREET", "city": "PORTLAND", "state": "ME", "zip": "04101"}}
As filed with the Securities and Exchange Commission on May 3, 2001
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                                  ------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                                  I-MANY, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                       01-0524931
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification Number)

         537 CONGRESS STREET                                 04101-3353
            PORTLAND, ME                                     (Zip Code)
(Address of Principal Executive Offices)

                         2001 EMPLOYEE STOCK OPTION PLAN

                                 A. LEIGH POWELL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  I-MANY, INC.
                               537 CONGRESS STREET
                             PORTLAND, ME 04101-3353
                      (Name, Address of Agent for Service)

                                 (207) 774-3244
                     (Telephone number, including area code,
                              of agent for service)
---------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                 AMOUNT TO BE         PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES         REGISTERED (1)       OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION FEE
     TO BE REGISTERED                                       SHARE                  PRICE
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
2001 Employee Stock
Option Plan
Common Stock
($.0001 par value)             1,000,000 shares           $12.185(2)           $12,185,000.00(2)     $3,046.25
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
(1)      Pursuant to Rule 416(a), this Registration Statement also
                  covers additional securities that may be offered as a result
                  of stock splits, stock dividends or similar transactions
                  relating to the shares covered by this Registration Statement.

         (2)      Estimated solely for purposes of calculating the registration
                  fee, and based upon the average price of the Registrant's
                  Common Stock on April 26, 2001 in accordance with Rule 457(h)
                  under the Securities Act.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of I-many, Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

         (1)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, or the latest
                  prospectus filed pursuant to Rule 424(b) under the Securities
                  Act that contains audited financial statements for the
                  Registrant's latest fiscal year for which such statements have
                  been filed.

         (2)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (1) above.

         (3)      The description of the common stock of the Registrant, $.0001
                  par value per share (the "Common Stock"), contained in the
                  registration statement filed on June 23, 2000 under Section 12
                  of the Exchange Act, including any amendment or report filed
                  for purposes of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation sets forth procedures for the indemnification of the officers and
directors of the Registrant. Article EIGHTH further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.  Undertakings

         a.       The 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;
(ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of this 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.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table herein; and

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

provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 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 Section 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 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 in 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 foregoing provisions, 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 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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, Maine on the 3rd day of May, 2001.

                                              By: /s/ A. Leigh Powell
                                                  ------------------------------
                                                  A. Leigh Powell
                                                  President and Chief Executive
                                                  Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of I-many, Inc. hereby
severally constitute and appoint Philip M. St. Germain and A. Leigh Powell, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable I-many, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                  TITLE(S)                             DATE
/s/ A. Leigh Powell                        President and Chief Executive Officer and
----------------------------               Chairman of the Board of Directors             May 3, 2001
A. Leigh Powell                            (Principal Executive Officer)

/s/ Philip M. St. Germain                  Chief Financial Officer, Treasurer and         May 3, 2001
----------------------------               Director (Principal Financial and
Philip M. St. Germain                      Accounting Officer)

/s/ William F. Doyle
----------------------------
William F. Doyle                           Director                                       May 3, 2001

----------------------------
E. David Hetz                              Director                                       May _, 2001
/s/ Jeffrey Horing
----------------------------
Jeffrey Horing                             Director                                       May 3, 2001

/s/ Murray B. Low
----------------------------
Murray B. Low                              Director                                       May 3, 2001
Exhibit Index
Exhibit
Number              Description
4.1(1)           Amended and Restated Certificate of Incorporation of the Registrant
4.2(1)           Amended and Restated By-Laws of the Registrant
4.3(1)           Specimen Certificate for shares of Common Stock, $.0001 par value per share, of the
                 Registrant
5                Opinion of Hale and Dorr LLP
23.1             Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2             Consent of Arthur Andersen LLP
24.1             Power of Attorney (included on the signature page of this Registration Statement)
--------------------

(1)   Incorporated herein by reference to the Registrant's Registration
      Statement on Form S-1 (Commission File No. 333-32346).