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October 26, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street N.W. Washington, DC 20549 OPINION OF COUNSEL It is the opinion of the undersigned counsel for the Company that the shares being registered and referred to herein, will, when sold, be legally issued, fully paid and nonassessable. HENDERSON, WETHERILL, O'HEY & HORSEY BY: /s/ Edward Fackenthal ------------------------ Edward Fackenthal
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