As filed with the Securities and Exchange Commission on February 19, 1998.

                      Registration No. 333-
                                                                               
                                                                           

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                    __________________________

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


                                                                   
                          ELCOTEL, INC.                                         
--------------------------------------------------------------------------
        (Exact name of issuer as specified in its charter)


            Delaware                                    59-2518405              
--------------------------------------------------------------------------
 (State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Identification No.)


               6428 Parkland Drive, Sarasota, Florida  34243                    
--------------------------------------------------------------------------
                 (Address of principal executive offices)

           Technology Service Group, Inc. 1994 Omnibus Stock Plan               
--------------------------------------------------------------------------
                         (Full title of the plan)

                            Ronald M. Tobin
               Vice President and Chief Financial Officer
                              Elcotel, Inc.
                          6428 Parkland Drive
                        Sarasota, Florida 34243                                 
--------------------------------------------------------------------------
                   (Name and address of agent for service)

                         (941) 758-0389                                         
--------------------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                              Copies to:
                  
                      Larry P. Laubach, Esquire
                 Schnader, Harrison, Segal & Lewis LLP
                              Suite 3600
                          1600 Market Street
                   Philadelphia, Pennsylvania 19103
                      Telephone:  (215) 751-2360

<PAGE>
______________________________________________________________________________

                 CALCULATION OF REGISTRATION FEE

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


                                Proposed                 
Title of                        Maximum          Proposed 
Securities    Amount to         Offering          Maximum  
 to be           be              Price         Aggregate Offering  Registration
Registered    Registered (1)   per Share (2)     Price (2)           Fee (2)
----------    --------------   -------------   ------------------  ------------
Common Stock,    533,923          $5.75           $1,649,822          $486.70
par value         shares
$.01 per share



______________________________________________________________________________
   
(1)  Pursuant to Rule 416(a), this Registration Statement also covers any
     additional shares of Common Stock which become issuable under the Elcotel,
     Inc. 1991 Stock Option Plan as a result of stock splits, stock dividends or
     similar transactions.

(2)  Calculated solely for the purpose of determining the registration fee in
     accordance with Rule 457(h), based upon the weighted average of the actual
     prices at which the options issued under the plan may be exercised.


<PAGE>


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

          The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference in the
Registration Statement:

          (a)  The annual report of the Company on Form 10-K for
the year ended March 31, 1997 (as amended by Form 10-K/A,
Amendment No. 1, filed July 2, 1997 and Form 10-K/A, Amendment
No. 2, filed July 10, 1997);

          (b)  The quarterly reports of the Company on Form 10-Q
for the quarters ended June 30, 1997, September 30, 1997 and
December 31, 1997, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1997;

          (c)  The Description of Securities contained in Item 1
of the Form 8-A dated November 21, 1986, filed with the
Securities and Exchange Commission on November 26, 1986.

          In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby 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.

          Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

          Not applicable.

                                II-2

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.


Item 6.  Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") 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 or she is or is threatened to be made a party by reason
of such position, if such person has acted in good faith and in a
manner he or she 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
or her conduct was unlawful; provided that, in the case of
actions brought by or in the right of the corporation, no
indemnification may be made with respect to any matter as to
which such person has 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.

          The Company's Bylaws provide that it shall indemnify
its officers and directors to the fullest extent permitted by the
Delaware General Corporation Law against expenses, judgments,
fines and amounts paid in settlement reasonably incurred by such
person in connection with any legal action against such person by
reason of the fact that such person is or was a director, officer
or employee of the Company or served at the request of the
Company as an officer or director of another entity if such
person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the
Company and with respect to any criminal action, such person had
no reasonable cause to believe his conduct was unlawful.

          The Company's Certificate of Incorporation contains a
provision limiting directors' liability under certain circum-
stances, which provides that a director is not personally liable
to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability to
the extent provided by applicable law (i) for any breach of a
director's duty of loyalty to the corporation or its stock-
holders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law
(which deals with willful or negligent payment of unlawful divi-
dends or stock redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit.  Statu-
tory authority for such provision is contained in Section
102(b)(7) of the DGCL.

                                        II-3

<PAGE>

Item 7.  Exemption From Registration Claimed.

          Not applicable.


Item 8.  Exhibits

          The exhibits required by Item 601 of Regulation S-K and
this item are included following the Exhibit Index at Page E-1,
all of which are incorporated herein by reference.


Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes to:

               (1)  File, during any period in which offers or
sales are being made, a post-effective amendment to this Regis-
tration 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 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; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the 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 the
     Registration Statement.

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

                                II-4

<PAGE>

               (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 Plan.

          (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 pur-
suant to section 13(a) or section 15(d) of the Securities Ex-
change Act of 1934 (and, where applicable, each filing of the
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 that 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 regis-
trant in the successful defense of any action, suit or pro-
ceeding) 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                II-5


                               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 Sarasota,
State of Florida on February 19, 1998.

                                     ELCOTEL, INC.


                                     By:/s/ Tracey L. Gray               
                                        ----------------------------
                                        Tracey L. Gray
                                        President and Chief Executive Officer

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



/s/ Tracey L. Gray              President, Chief             February 19, 1998
----------------------------    Executive Officer and
Tracey L. Gray                  Director (Principal
                                Executive Officer)           
                                
                        
/s/ C. Shelton James            Chairman of the Board        February 19, 1998
----------------------------    
C. Shelton James   



/s/ Dwight Jasmann               Director                    February 19, 1998
----------------------------  
Dwight Jasmann



/s/Charles H. Moore              Director                    February 19, 1998
----------------------------    
Charles H. Moore



/s/ Thomas E. Patton             Director                    February 19, 1998 
----------------------------        
Thomas E. Patton



/s/ David R. A. Steadman         Director                    February 19, 1998
----------------------------    
David R.A. Steadman


                                II-5

<PAGE>

/s/ Mark L. Plaumann             Director                    February 19, 1998
----------------------------          
Mark L. Plaumann



/s/ Joseph M. Jacobs             Director                    February 19, 1998
----------------------------      
Joseph M. Jacobs



/s/ Ronald M. Tobin              Vice President and Chief    February 19, 1998
----------------------------     Financial Officer
Ronald M. Tobin                  (Principal Financial and
                                 Accounting Officer)




                                II-6

<PAGE>



                             EXHIBIT INDEX
 
 
 Exhibit
 Number             Description
 ---------          -----------
 4.1                Certificate of Incorporation (incorporated by
                    reference to Exhibit 3.1 to the Registrant's
                    Registration Statement on Form S-18, File No.
                    33-8565)
 
 4.2                By-Laws, as amended (incorporated by reference
                    to Exhibit 3.2 to the Registrant's Annual
                    Report on Form 10-K for year ended March 31,
                    1987)
 
 5.1                Opinion of Schnader, Harrison, Segal & Lewis LLP
 
 23.1               Consent of Deloitte & Touche LLP
 
 23.2               Consent of Schnader, Harrison, Segal & Lewis LLP
                    (included in Exhibit 5.1)

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16574}]
{"company-data": {"conformed-name": "ELCOTEL INC", "cik": "0000801448", "assigned-sic": "3661", "irs-number": "592518405", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46573", "film-number": "98545502"}, "business-address": {"street1": "6428 PARKLAND DR", "city": "SARASOTA", "state": "FL", "zip": "34243", "phone": "9417580389"}, "mail-address": {"street1": "6428 PARKLAND DR", "city": "SARASOTA", "state": "FL", "zip": "34243"}}
As filed with the Securities and Exchange Commission on February 19, 1998.

                      Registration No. 333-
                                                                               
                                                                           

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                    __________________________

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

                                                                   
                          ELCOTEL, INC.                                         
--------------------------------------------------------------------------
        (Exact name of issuer as specified in its charter)

            Delaware                                    59-2518405              
--------------------------------------------------------------------------
 (State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Identification No.)

               6428 Parkland Drive, Sarasota, Florida  34243                    
--------------------------------------------------------------------------
                 (Address of principal executive offices)

           Technology Service Group, Inc. 1994 Omnibus Stock Plan               
--------------------------------------------------------------------------
                         (Full title of the plan)

                            Ronald M. Tobin
               Vice President and Chief Financial Officer
                              Elcotel, Inc.
                          6428 Parkland Drive
                        Sarasota, Florida 34243                                 
--------------------------------------------------------------------------
                   (Name and address of agent for service)

                         (941) 758-0389                                         
--------------------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                              Copies to:
                  
                      Larry P. Laubach, Esquire
                 Schnader, Harrison, Segal & Lewis LLP
                              Suite 3600
                          1600 Market Street
                   Philadelphia, Pennsylvania 19103
                      Telephone:  (215) 751-2360
______________________________________________________________________________

                 CALCULATION OF REGISTRATION FEE

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

                                Proposed                 
Title of                        Maximum          Proposed 
Securities    Amount to         Offering          Maximum  
 to be           be              Price         Aggregate Offering  Registration
Registered    Registered (1)   per Share (2)     Price (2)           Fee (2)
----------    --------------   -------------   ------------------  ------------
Common Stock,    533,923          $5.75           $1,649,822          $486.70
par value         shares
$.01 per share

______________________________________________________________________________
   
(1)  Pursuant to Rule 416(a), this Registration Statement also covers any
     additional shares of Common Stock which become issuable under the Elcotel,
     Inc. 1991 Stock Option Plan as a result of stock splits, stock dividends or
     similar transactions.

(2)  Calculated solely for the purpose of determining the registration fee in
     accordance with Rule 457(h), based upon the weighted average of the actual
     prices at which the options issued under the plan may be exercised.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

          The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference in the
Registration Statement:

          (a)  The annual report of the Company on Form 10-K for
the year ended March 31, 1997 (as amended by Form 10-K/A,
Amendment No. 1, filed July 2, 1997 and Form 10-K/A, Amendment
No. 2, filed July 10, 1997);

          (b)  The quarterly reports of the Company on Form 10-Q
for the quarters ended June 30, 1997, September 30, 1997 and
December 31, 1997, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1997;

          (c)  The Description of Securities contained in Item 1
of the Form 8-A dated November 21, 1986, filed with the
Securities and Exchange Commission on November 26, 1986.

          In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby 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.

          Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

          Not applicable.

                                II-2
Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") 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 or she is or is threatened to be made a party by reason
of such position, if such person has acted in good faith and in a
manner he or she 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
or her conduct was unlawful; provided that, in the case of
actions brought by or in the right of the corporation, no
indemnification may be made with respect to any matter as to
which such person has 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.

          The Company's Bylaws provide that it shall indemnify
its officers and directors to the fullest extent permitted by the
Delaware General Corporation Law against expenses, judgments,
fines and amounts paid in settlement reasonably incurred by such
person in connection with any legal action against such person by
reason of the fact that such person is or was a director, officer
or employee of the Company or served at the request of the
Company as an officer or director of another entity if such
person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the
Company and with respect to any criminal action, such person had
no reasonable cause to believe his conduct was unlawful.

          The Company's Certificate of Incorporation contains a
provision limiting directors' liability under certain circum-
stances, which provides that a director is not personally liable
to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability to
the extent provided by applicable law (i) for any breach of a
director's duty of loyalty to the corporation or its stock-
holders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law
(which deals with willful or negligent payment of unlawful divi-
dends or stock redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit.  Statu-
tory authority for such provision is contained in Section
102(b)(7) of the DGCL.

                                        II-3
Item 7.  Exemption From Registration Claimed.

          Not applicable.

Item 8.  Exhibits

          The exhibits required by Item 601 of Regulation S-K and
this item are included following the Exhibit Index at Page E-1,
all of which are incorporated herein by reference.

Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes to:

               (1)  File, during any period in which offers or
sales are being made, a post-effective amendment to this Regis-
tration 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 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; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the 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 the
     Registration Statement.

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

                                II-4
(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 Plan.

          (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 pur-
suant to section 13(a) or section 15(d) of the Securities Ex-
change Act of 1934 (and, where applicable, each filing of the
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 that 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 regis-
trant in the successful defense of any action, suit or pro-
ceeding) 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                II-5

                               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 Sarasota,
State of Florida on February 19, 1998.

                                     ELCOTEL, INC.

                                     By:/s/ Tracey L. Gray               
                                        ----------------------------
                                        Tracey L. Gray
                                        President and Chief Executive Officer

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

/s/ Tracey L. Gray              President, Chief             February 19, 1998
----------------------------    Executive Officer and
Tracey L. Gray                  Director (Principal
                                Executive Officer)           
                                
                        
/s/ C. Shelton James            Chairman of the Board        February 19, 1998
----------------------------    
C. Shelton James   

/s/ Dwight Jasmann               Director                    February 19, 1998
----------------------------  
Dwight Jasmann

/s/Charles H. Moore              Director                    February 19, 1998
----------------------------    
Charles H. Moore

/s/ Thomas E. Patton             Director                    February 19, 1998 
----------------------------        
Thomas E. Patton

/s/ David R. A. Steadman         Director                    February 19, 1998
----------------------------    
David R.A. Steadman

                                II-5
/s/ Mark L. Plaumann             Director                    February 19, 1998
----------------------------          
Mark L. Plaumann

/s/ Joseph M. Jacobs             Director                    February 19, 1998
----------------------------      
Joseph M. Jacobs

/s/ Ronald M. Tobin              Vice President and Chief    February 19, 1998
----------------------------     Financial Officer
Ronald M. Tobin                  (Principal Financial and
                                 Accounting Officer)

                                II-6
EXHIBIT INDEX
 
 
 Exhibit
 Number             Description
 ---------          -----------
 4.1                Certificate of Incorporation (incorporated by
                    reference to Exhibit 3.1 to the Registrant's
                    Registration Statement on Form S-18, File No.
                    33-8565)
 
 4.2                By-Laws, as amended (incorporated by reference
                    to Exhibit 3.2 to the Registrant's Annual
                    Report on Form 10-K for year ended March 31,
                    1987)
 
 5.1                Opinion of Schnader, Harrison, Segal & Lewis LLP
 
 23.1               Consent of Deloitte & Touche LLP
 
 23.2               Consent of Schnader, Harrison, Segal & Lewis LLP
                    (included in Exhibit 5.1)