Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933
                                ---------------
                          NU HORIZONS ELECTRONICS CORP.
             (Exact name of registrant as specified in its charter)

             Delaware                                    11-2621097
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

   70 Maxess Road, Melville, New York                      11747
(Address of principal executive offices)                 (Zip Code)

        NU HORIZONS ELECTRONICS CORP. 1998 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Arthur Nadata, President
                          Nu Horizons Electronics Corp.
                                 70 Maxess Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 396-5000
          (Telephone number, including area code, of agent for service)
                                ---------------
                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                ---------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================

   Title of Each                          Proposed Minimum    Proposed Maximum
Class of Securities     Amount to be     Offering Price Per  Aggregate Offering     Amount of
 To be Registered        Registered         Security (1)         Price (1)       Registration Fee
-------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                <C>                   <C>
  Common Stock,
  par value $.0066     750,000 shs.(2)       $6.0625            $4,546,875            $1,265
=================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average of high and low prices of the  Company's  Common  Stock on the
Nasdaq National Market System on May 27, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
</FN>
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------
     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) and (b) below:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     February 28, 1999;

(b)  The description of the class of securities to be offered which is contained
     in a  registration  statement  filed  under  Section  12 of the  Securities
     Exchange Act of 1934 (File No.  1-8798)  including  any amendment or report
     filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such 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 4.   Description of Securities.
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.
<PAGE>
          The officers and directors of the Company are covered by officers' and
directors'  liability  insurance.  The  policy  coverage  is  $5,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible for each loss under the policy of $50,000.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.

Item 8.   Exhibits.
          --------
          4    1998 Stock Option Plan, as amended

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman,  P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Lazar, Levine & Felix LLP.

          24   Powers of Attorney.

 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;

               (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;

               (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)(l)(i) and (a)(l)(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 section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.

          (2) That,  for the purposes of  determining  any  liability  under the
          Securities Act of 1933,  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.
<PAGE>
          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 the time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  policy as  expressed  in the Act and will be
governed by final adjudication of such issue.
<PAGE>
                                   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
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 Melville, New York on the 27 th day of May, 1999.

                               NU HORIZONS ELECTRONICS CORP.

                               By: /s/ Arthur Nadata
                                   -----------------------------
                                       Arthur Nadata
                                       President

                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed on May 27, 1999 by the  following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Arthur Nadata and Paul Durando, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable to enable Nu Horizons  Electronics  Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

     Signature                       Title
     ---------                       -----
/s/ Irving Lubman      Chairman of the Board and
    Irving Lubman      Chief Executive Officer

/s/ Arthur Nadata      President, Treasurer and Director
    Arthur Nadata      (Principal Executive Officer)

/s/ Richard Schuster   Vice President, Secretary and Director
    Richard Schuster

/s/ Paul Durando       Vice President - Finance, Chief Financial Officer
    Paul Durando       and Director (Principal Financial and Accounting Officer)

/s/ Herbert M. Gardner Director
    Herbert M. Gardner

/s/ Harvey R. Blau     Director
    Harvey R. Blau

/s/ Dominic Polimeni   Director
    Dominic Polimeni
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                          NU HORIZONS ELECTRONICS CORP.

================================================================================



                         Form S-8 Registration Statement


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

                            E X H I B I T   I N D E X

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


                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number         Exhibit Description                       including Exhibit Pages
-------        -------------------
4       1998 Stock Option Plan, as amended . . . . . . .

5       Opinion and Consent of Counsel . . . . . . . . .

23.1    Consent of Counsel . . . . . . . . . . . . . . .     See Exhibit 5

23.2    Consent of Lazar, Levine & Felix LLP . . . . . .

24      Powers of Attorney . . . . . . . . . . . . . . .     See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15517}]
{"company-data": {"conformed-name": "NU HORIZONS ELECTRONICS CORP", "cik": "0000718074", "assigned-sic": "5065", "irs-number": "112621097", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79561", "film-number": "99637436"}, "business-address": {"street1": "70 MAXESS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5163965000"}, "mail-address": {"street1": "70 MAXESS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933
                                ---------------
                          NU HORIZONS ELECTRONICS CORP.
             (Exact name of registrant as specified in its charter)

             Delaware                                    11-2621097
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

   70 Maxess Road, Melville, New York                      11747
(Address of principal executive offices)                 (Zip Code)

        NU HORIZONS ELECTRONICS CORP. 1998 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Arthur Nadata, President
                          Nu Horizons Electronics Corp.
                                 70 Maxess Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 396-5000
          (Telephone number, including area code, of agent for service)
                                ---------------
                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                ---------------
                         CALCULATION OF REGISTRATION FEE
=================================================================================================

   Title of Each                          Proposed Minimum    Proposed Maximum
Class of Securities     Amount to be     Offering Price Per  Aggregate Offering     Amount of
 To be Registered        Registered         Security (1)         Price (1)       Registration Fee
-------------------------------------------------------------------------------------------------
Common Stock,
  par value $.0066     750,000 shs.(2)       $6.0625            $4,546,875            $1,265
=================================================================================================
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average of high and low prices of the  Company's  Common  Stock on the
Nasdaq National Market System on May 27, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------
     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) and (b) below:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     February 28, 1999;

(b)  The description of the class of securities to be offered which is contained
     in a  registration  statement  filed  under  Section  12 of the  Securities
     Exchange Act of 1934 (File No.  1-8798)  including  any amendment or report
     filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such 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 4.   Description of Securities.
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Company are covered by officers' and
directors'  liability  insurance.  The  policy  coverage  is  $5,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible for each loss under the policy of $50,000.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.

Item 8.   Exhibits.
          --------
          4    1998 Stock Option Plan, as amended

          5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

          23.1 Consent of Blau, Kramer, Wactlar & Lieberman,  P.C. - included in
               their opinion filed as Exhibit 5.

          23.2 Consent of Lazar, Levine & Felix LLP.

          24   Powers of Attorney.

 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;

               (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;

               (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)(l)(i) and (a)(l)(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 section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.

          (2) That,  for the purposes of  determining  any  liability  under the
          Securities Act of 1933,  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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 the time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  policy as  expressed  in the Act and will be
governed by 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
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 Melville, New York on the 27 th day of May, 1999.

                               NU HORIZONS ELECTRONICS CORP.

                               By: /s/ Arthur Nadata
                                   -----------------------------
                                       Arthur Nadata
                                       President

                        POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed on May 27, 1999 by the  following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Arthur Nadata and Paul Durando, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable to enable Nu Horizons  Electronics  Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

     Signature                       Title
     ---------                       -----
/s/ Irving Lubman      Chairman of the Board and
    Irving Lubman      Chief Executive Officer

/s/ Arthur Nadata      President, Treasurer and Director
    Arthur Nadata      (Principal Executive Officer)

/s/ Richard Schuster   Vice President, Secretary and Director
    Richard Schuster

/s/ Paul Durando       Vice President - Finance, Chief Financial Officer
    Paul Durando       and Director (Principal Financial and Accounting Officer)

/s/ Herbert M. Gardner Director
    Herbert M. Gardner

/s/ Harvey R. Blau     Director
    Harvey R. Blau

/s/ Dominic Polimeni   Director
    Dominic Polimeni
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                          NU HORIZONS ELECTRONICS CORP.

================================================================================

                         Form S-8 Registration Statement

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

                            E X H I B I T   I N D E X

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

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number         Exhibit Description                       including Exhibit Pages
-------        -------------------
4       1998 Stock Option Plan, as amended . . . . . . .

5       Opinion and Consent of Counsel . . . . . . . . .

23.1    Consent of Counsel . . . . . . . . . . . . . . .     See Exhibit 5

23.2    Consent of Lazar, Levine & Felix LLP . . . . . .

24      Powers of Attorney . . . . . . . . . . . . . . .     See signature page