<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
                                                         Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                DTM CORPORATION
            (Exact name of registrant as specified in its charter)

                   TEXAS                               74-248705     
      (State or other jurisdiction of              (I.R.S. Employer  
      incorporation or organization)              Identification No.) 
                        
                              1611 HEADWAY CIRCLE
                                  BUILDING 2
                              AUSTIN, TEXAS 78754
         (Address of principal executive offices, including zip code)
                             --------------------

                       DTM CORPORATION STOCK OPTION PLAN
                                 
                           (Full title of the plan)

                                 UDAY BELLARY
                              1611 HEADWAY CIRCLE
                                  BUILDING 2
                              AUSTIN, TEXAS 78754
                                (512) 339-2922
           (Name, address and telephone number of agent for service)

                                  copy to:   

                               DEREK R. MCcLAIN
                            VINSON & ELKINS L.L.P.
                           3700 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                           DALLAS, TEXAS 75201-2975
                                (214) 220-7700

<TABLE> 
<CAPTION> 
                              CALCULATION OF REGISTRATION FEE
===================================================================================================
                                                                   Proposed      
Title of securities   Amount to be        Proposed maximum      maximum aggregate      Amount of   
to be registered       registered     offering price per unit*   offering price*   registration fee 
--------------------------------------------------------------------------------------------------- 
<S>                   <C>             <C>                       <C>                <C>    
Common Stock, 
$.0002 par 
value per share.... 357,755 shares            $8.0625             $2,884,399.60         $874.07
--------------------------------------------------------------------------------------------------- 
</TABLE> 
*   Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 and based on
    the average of the high and low prices of the Common Stock reported on The
    Nasdaq National Market on May 9, 1997.

================================================================================
<PAGE>
 
                                   PART II 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------

     The following documents have been filed with the Securities and Exchange
Commission by DTM Corporation, a Texas corporation (the "Company"), and are
incorporated herein by reference and made a part hereof:

     (a)  The Company's prospectus dated May 2, 1997, as filed with the
          Commission pursuant to Rule 424(b) under the Securities Act of 1933
          (the "Securities Act"); and

     (b)  The description of the Company's Common Stock, $.0002 par value per
          share, contained in Item 1 of the Company's Registration Statement on
          Form 8-A filed with the Commission pursuant to the Securities Exchange
          Act of 1934 (the "Exchange Act") on April 28, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such documents. Any statement contained 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 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. Upon the written or oral request of any person to whom a
copy of this Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be addressed to DTM Corporation, 1611 Headway Circle, Building 2, Austin,
Texas 78754, Attention: Secretary, (512) 339-2922.

ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------
 
     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------
 
     The Company's Amended and Restated Articles of Incorporation include
provisions to permit the Company to indemnify its directors and officers to the
fullest extent permitted by Texas law. Article 2.02-1 of the Texas Business
Corporation Act makes provision for the indemnification of officers and
directors in terms sufficiently broad as to include indemnification under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act'). In addition, as permitted by Article 2.02-1 of the Texas Business
Corporation Act, the Amended and Restated Articles of Incorporation of the
Company provide that a director of the Company shall not be liable to the
Company or its shareholders for monetary damages for acts or omissions in the
director's capacity as such, except for liability (i) for breach of a duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith, or which involve intentional misconduct or a knowing violation of
law, (iii) for receipt of improper benefits, (iv) where liability is expressly
provided for by statute or (v) for unlawful stock repurchases or dividend
payments. The Amended and Restated Articles of Incorporation further provide
that directors receive the benefit of any future amendment to Texas statutes
that further limits the liability of a director.
<PAGE>
 
     Directors who are also employees of The B.F.Goodrich Company ("BFGoodrich")
are entitled to indemnification pursuant to BFGoodrich's bylaws. Furthermore,
BFGoodrich's bylaws provide for discretionary indemnification for certain other
persons acting as officers or directors of its subsidiaries.

     The Underwriting Agreement, dated May 2, 1997, between the Company and A.G.
Edwards & Sons, Inc. and Ladenburg Thalmann & Co. Inc., as representatives of
the several underwriters listed on Schedule II thereto, provides for
indemnification by the Underwriters of the Registrant, the Selling Shareholders
named therein (including BFGoodrich) and the Registrant's officers and directors
for certain liabilities arising under the Securities Act, or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

     Not applicable.

ITEM 8. EXHIBITS.
        -------- 

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

     4.1  -    DTM Corporation Stock Option Plan (filed as an exhibit to the
               Company's Registration Statement on Form S-1, File No. 333-04173
               and incorporated herein by reference)

     5.1  -    Opinion of Vinson & Elkins L.L.P.

    23.1  -    Consent of Ernst & Young LLP

    23.2  -    Consent of Vinson & Elkins L.L.P. (included in its opinion filed
               as Exhibit 5.1 hereto)

    24.1  -    Powers of Attorney

ITEM 9. UNDERTAKINGS.
        ------------

     The Company 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 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 (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company 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 purposes 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.
<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 offering.

          (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the Company's annual report pursuant to
   section 13(a) or section 15(d) of the Exchange Act that is incorporated by
   reference in the Registration Statement shall be deemed to be a new
   Registration Statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the Company pursuant to the foregoing provisions, or otherwise,
   the Company has been advised that in the opinion of the Commission such
   indemnification is against public policy as expressed in the Securities Act
   and is, therefore, unenforceable. In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   Company of expenses incurred or paid by a director, officer or controlling
   person of the Company 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 Company 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 of 1933, as amended, the
Company 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 Austin, State of Texas, on the 13th day of May, 1997.

                                         DTM CORPORATION


                                         By: /s/ John S. Murchison, III
                                             ----------------------------------
                                                 John S. Murchison, III
                                             President, Chief Executive Officer
                                                     and Director

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



Signature                                 Capacity                    Date
---------                                 --------                    ----
                              
*/s/ John S. Murchison, III               President                       
----------------------------- Chief Executive Officer and Director May 13, 1997 
     John S. Murchison, III       (Principal Executive Officer)    
                              
                              
*/s/ D. Lee Tobler                   Chairman of the Board         May 13, 1997
----------------------------- 
     D. Lee Tobler            
                                                    
                              
/s/ Uday Bellary                      Chief Financial Officer      May 13, 1997 
-----------------------------         Secretary and Treasurer
    Uday Bellary                      (Principal Financial and    
                                        Accounting Officer)      
                              
                                                    
                                                    
*/s/ Marshall O. Larsen                     Director               May 13, 1997 
----------------------------- 
     Marshall O. Larsen       
                              
                                                    
*/s/ Alexander MacLachlan                   Director               May 13, 1997 
----------------------------- 
     Alexander MacLachlan     
                              
                                                    
*/s/ Thomas G. Ricks                        Director               May 13, 1997 
----------------------------- 
     Thomas G. Ricks          
                              
                                                    
*/s/ Steven G. Rolls                        Director               May 13, 1997 
----------------------------- 
     Steven G. Rolls          
                              
                                                    
*By: /s/ Uday Bellary                                              May 13, 1997 
----------------------------- 
         Uday Bellary         
       Attorney-in-fact           

<PAGE>
 
                                 EXHIBIT INDEX


Exhibit                 Description of Exhibit
-------                 ----------------------

 4.1     -         DTM Corporation Stock Option Plan (filed as an exhibit to the
                   Company's Registration Statement on Form S-1, File No. 333-
                   04173 and incorporated herein by reference)

 5.1     -         Opinion of Vinson & Elkins L.L.P.

23.1     -         Consent of Ernst & Young LLP

23.2     -         Consent of Vinson & Elkins L.L.P. (included in its opinion
                   filed as Exhibit 5.1 hereto)

24.1     -         Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16364}]
{"company-data": {"conformed-name": "DTM CORP /TX/", "cik": "0001014552", "assigned-sic": "3559", "irs-number": "74248705", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26985", "film-number": "97602369"}, "business-address": {"street1": "1611 HEADWAY CIRCLE", "street2": "BUILDING 2", "city": "AUSTIN", "state": "TX", "zip": "78754", "phone": "5123392922"}, "mail-address": {"street1": "1611 HEADWAY CIRCLE", "street2": "BUILDING 2", "city": "AUSTIN", "state": "TX", "zip": "78754"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
                                                         Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                DTM CORPORATION
            (Exact name of registrant as specified in its charter)

                   TEXAS                               74-248705     
      (State or other jurisdiction of              (I.R.S. Employer  
      incorporation or organization)              Identification No.) 
                        
                              1611 HEADWAY CIRCLE
                                  BUILDING 2
                              AUSTIN, TEXAS 78754
         (Address of principal executive offices, including zip code)
                             --------------------

                       DTM CORPORATION STOCK OPTION PLAN
                                 
                           (Full title of the plan)

                                 UDAY BELLARY
                              1611 HEADWAY CIRCLE
                                  BUILDING 2
                              AUSTIN, TEXAS 78754
                                (512) 339-2922
           (Name, address and telephone number of agent for service)

                                  copy to:   

                               DEREK R. MCcLAIN
                            VINSON & ELKINS L.L.P.
                           3700 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                           DALLAS, TEXAS 75201-2975
                                (214) 220-7700
CALCULATION OF REGISTRATION FEE
===================================================================================================
                                                                   Proposed      
Title of securities   Amount to be        Proposed maximum      maximum aggregate      Amount of   
to be registered       registered     offering price per unit*   offering price*   registration fee 
---------------------------------------------------------------------------------------------------
Common Stock, 
$.0002 par 
value per share.... 357,755 shares            $8.0625             $2,884,399.60         $874.07
---------------------------------------------------------------------------------------------------
*   Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933 and based on
    the average of the high and low prices of the Common Stock reported on The
    Nasdaq National Market on May 9, 1997.

================================================================================
PART II 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------

     The following documents have been filed with the Securities and Exchange
Commission by DTM Corporation, a Texas corporation (the "Company"), and are
incorporated herein by reference and made a part hereof:

     (a)  The Company's prospectus dated May 2, 1997, as filed with the
          Commission pursuant to Rule 424(b) under the Securities Act of 1933
          (the "Securities Act"); and

     (b)  The description of the Company's Common Stock, $.0002 par value per
          share, contained in Item 1 of the Company's Registration Statement on
          Form 8-A filed with the Commission pursuant to the Securities Exchange
          Act of 1934 (the "Exchange Act") on April 28, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such documents. Any statement contained 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 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. Upon the written or oral request of any person to whom a
copy of this Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be addressed to DTM Corporation, 1611 Headway Circle, Building 2, Austin,
Texas 78754, Attention: Secretary, (512) 339-2922.

ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------
 
     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------
 
     The Company's Amended and Restated Articles of Incorporation include
provisions to permit the Company to indemnify its directors and officers to the
fullest extent permitted by Texas law. Article 2.02-1 of the Texas Business
Corporation Act makes provision for the indemnification of officers and
directors in terms sufficiently broad as to include indemnification under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act'). In addition, as permitted by Article 2.02-1 of the Texas Business
Corporation Act, the Amended and Restated Articles of Incorporation of the
Company provide that a director of the Company shall not be liable to the
Company or its shareholders for monetary damages for acts or omissions in the
director's capacity as such, except for liability (i) for breach of a duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith, or which involve intentional misconduct or a knowing violation of
law, (iii) for receipt of improper benefits, (iv) where liability is expressly
provided for by statute or (v) for unlawful stock repurchases or dividend
payments. The Amended and Restated Articles of Incorporation further provide
that directors receive the benefit of any future amendment to Texas statutes
that further limits the liability of a director.
Directors who are also employees of The B.F.Goodrich Company ("BFGoodrich")
are entitled to indemnification pursuant to BFGoodrich's bylaws. Furthermore,
BFGoodrich's bylaws provide for discretionary indemnification for certain other
persons acting as officers or directors of its subsidiaries.

     The Underwriting Agreement, dated May 2, 1997, between the Company and A.G.
Edwards & Sons, Inc. and Ladenburg Thalmann & Co. Inc., as representatives of
the several underwriters listed on Schedule II thereto, provides for
indemnification by the Underwriters of the Registrant, the Selling Shareholders
named therein (including BFGoodrich) and the Registrant's officers and directors
for certain liabilities arising under the Securities Act, or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

     Not applicable.

ITEM 8. EXHIBITS.
        -------- 

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

     4.1  -    DTM Corporation Stock Option Plan (filed as an exhibit to the
               Company's Registration Statement on Form S-1, File No. 333-04173
               and incorporated herein by reference)

     5.1  -    Opinion of Vinson & Elkins L.L.P.

    23.1  -    Consent of Ernst & Young LLP

    23.2  -    Consent of Vinson & Elkins L.L.P. (included in its opinion filed
               as Exhibit 5.1 hereto)

    24.1  -    Powers of Attorney

ITEM 9. UNDERTAKINGS.
        ------------

     The Company 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 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 (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company 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 purposes 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.

          (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the Company's annual report pursuant to
   section 13(a) or section 15(d) of the Exchange Act that is incorporated by
   reference in the Registration Statement shall be deemed to be a new
   Registration Statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the Company pursuant to the foregoing provisions, or otherwise,
   the Company has been advised that in the opinion of the Commission such
   indemnification is against public policy as expressed in the Securities Act
   and is, therefore, unenforceable. In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   Company of expenses incurred or paid by a director, officer or controlling
   person of the Company 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 Company 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 of 1933, as amended, the
Company 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 Austin, State of Texas, on the 13th day of May, 1997.

                                         DTM CORPORATION

                                         By: /s/ John S. Murchison, III
                                             ----------------------------------
                                                 John S. Murchison, III
                                             President, Chief Executive Officer
                                                     and Director

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

Signature                                 Capacity                    Date
---------                                 --------                    ----
                              
*/s/ John S. Murchison, III               President                       
----------------------------- Chief Executive Officer and Director May 13, 1997 
     John S. Murchison, III       (Principal Executive Officer)    
                              
                              
*/s/ D. Lee Tobler                   Chairman of the Board         May 13, 1997
----------------------------- 
     D. Lee Tobler            
                                                    
                              
/s/ Uday Bellary                      Chief Financial Officer      May 13, 1997 
-----------------------------         Secretary and Treasurer
    Uday Bellary                      (Principal Financial and    
                                        Accounting Officer)      
                              
                                                    
                                                    
*/s/ Marshall O. Larsen                     Director               May 13, 1997 
----------------------------- 
     Marshall O. Larsen       
                              
                                                    
*/s/ Alexander MacLachlan                   Director               May 13, 1997 
----------------------------- 
     Alexander MacLachlan     
                              
                                                    
*/s/ Thomas G. Ricks                        Director               May 13, 1997 
----------------------------- 
     Thomas G. Ricks          
                              
                                                    
*/s/ Steven G. Rolls                        Director               May 13, 1997 
----------------------------- 
     Steven G. Rolls          
                              
                                                    
*By: /s/ Uday Bellary                                              May 13, 1997 
----------------------------- 
         Uday Bellary         
       Attorney-in-fact
EXHIBIT INDEX

Exhibit                 Description of Exhibit
-------                 ----------------------

 4.1     -         DTM Corporation Stock Option Plan (filed as an exhibit to the
                   Company's Registration Statement on Form S-1, File No. 333-
                   04173 and incorporated herein by reference)

 5.1     -         Opinion of Vinson & Elkins L.L.P.

23.1     -         Consent of Ernst & Young LLP

23.2     -         Consent of Vinson & Elkins L.L.P. (included in its opinion
                   filed as Exhibit 5.1 hereto)

24.1     -         Powers of Attorney