As filed with the Securities and Exchange Commission on April 10, 2003
Registration No. __
--------------------------------------------------------------------------------
ITEM 1. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------
CARACO PHARMACEUTICAL LABORATORIES LTD.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2505723
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1150 ELIJAH MCCOY DRIVE
DETROIT, MICHIGAN 48202
TELEPHONE: (313) 871-8400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------------
THE 1993 STOCK OPTION PLAN OF CARACO PHARMACEUTICAL LABORATORIES LTD.
THE 1999 EQUITY PARTICIPATION PLAN OF CARACO PHARMACEUTICAL LABORATORIES LTD.
-----------------------------
(Full title of the plans)
NARENDRA N. BORKAR, CHIEF EXECUTIVE OFFICER
1150 ELIJAH MCCOY DRIVE
DETROIT, MICHIGAN 48202
TELEPHONE: (313) 871-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
FRED B. GREEN, ESQ.
BODMAN, LONGLEY, & DAHLING LLP
34TH FLOOR, 100 RENAISSANCE CENTER, DETROIT, MICHIGAN 48243
TELEPHONE: (313) 392-1056
FACSIMILE: (313) 393-7579
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CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Titles of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock 266,375 shares(2) $ - (3) $208,505(3) $ 16.87
(no par value)
Common Stock 2,996,000 shares(4) $ - (5) $7,475,950(5) $604.80
(no par value) --------
$621.67
-------------------
(1) Pursuant to Rule 416(a), this Registration Statement shall also be deemed to
cover any additional securities to be offered or issued in connection with
terms of the above-referenced plans which provide for changes in the amount
of securities to be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Indicates the number of shares of Common Stock, no par value ("Common
Stock"), authorized and reserved for issuance and which may be sold upon the
exercise of options which have been granted to certain persons under The
1993 Stock Option Plan of Caraco Pharmaceutical Laboratories Ltd.
(3) Estimated solely for the purpose of computing the registration fees only,
pursuant to Rule 457(h), as follows: 266,375 shares now under
option on the basis of the exercise prices per share (averaging $0.78 per
share and ranging from $0.66 to $1.00 per share).
(4) Indicates the number of shares of Common Stock authorized and reserved for
issuance and which may be sold upon the exercise of options which have been
and may be granted to certain persons under The 1999 Equity Participation
Plan of Caraco Pharmaceutical Laboratories Ltd.
(5) Estimated solely for the purpose of computing the registration fees only,
pursuant to Rule 457(h), as follows: (i) as to 543,000 shares now under
option on the basis of the exercise prices per share (averaging $1.03 per
share and ranging from $0.68 to $1.25 per share); and (ii) as to 2,453,000
shares for which options have not yet been granted on the basis of the
average of the bid and asked prices for the Common Stock ($2.82) as
reported on the OTC Bulletin Board on April 9, 2003.
1
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 2. PLAN INFORMATION
Not required to be filed with the Registration Statement
ITEM 3. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Registration Statement.
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 4. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Caraco Pharmaceutical Laboratories
Ltd. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated as of their respective dates in this
Registration Statement by reference:
1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2002.
2. The Company's 2002 definitive Proxy Statement.
3. The description of the Company's common stock, no par value per share,
contained in the Company's Form SB-2 filed with the Commission on July
3, 2002.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered 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
thereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is 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.
ITEM 5. DESCRIPTION OF SECURITIES.
Not applicable.
2
ITEM 6. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 7. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. The Michigan Business Corporation Act
1. Indemnification from Actions Brought by Third Parties
The Company is incorporated under the laws of the State of Michigan and
is subject to the Michigan Business Corporation Act, as amended ("MBCA"). The
MBCA provides that a Michigan corporation may indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal, other than an action by or in the
right of the corporation ("Third Party Action"), by reason of the fact that he
or she is or was a director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for profit or
not, against expenses, including attorneys' fees, judgments, penalties, fines,
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action, suit, or proceeding, if the person 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 or its shareholders, and with respect to a
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful ("Standard of Conduct"). The termination of an
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to a criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
2. Indemnification from Actions By or In the Right of the
Corporation
The MBCA further provides that a corporation has the power to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor ("Corporation Action") by reason
of the fact that he or she is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders ("Standard of Conduct"), except
that no indemnification may be made for a claim, issue, or matter in which the
person has been found liable to the corporation except to the extent for any
indemnification against expenses that may be ordered by the Court.
3. Indemnification Against Expenses
To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of either
a Third Party Action or a Corporation
3
Action, or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against actual and reasonable
expenses, including attorneys' fees, incurred by him or her in connection with
the action, suit, or proceeding and an action, suit, or proceeding brought to
enforce the mandatory indemnification provided in this paragraph.
4. Permissible Indemnification Provisions in the Articles of
Incorporation
The articles of incorporation may contain a provision
eliminating or limiting a director's liability to the corporation or its
shareholders for money damages for any action taken or any failure to take any
action as a director, except liability for any of the following: (i) the amount
of a financial benefit received by a director to which he or she is not
entitled, or (ii ) intentional infliction of harm on the corporation or the
shareholders, or (iii ) approval of certain wrongful corporate acts, or (iv ) an
intentional criminal act.
5. Determination of the Propriety of Indemnification and
Evaluation and Payment of Expenses
To the extent that the articles of incorporation include a
provision eliminating or limiting the liability of a director, a corporation may
indemnify a director for the expenses and liabilities described in this
paragraph without a determination that the director has met the statutory
Standards of Conduct required for Third Party Actions and Corporation Actions,
but no indemnification may be made except to the extent authorized by a court,
if the director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the corporation or its shareholders,
approved certain wrongful corporate acts, or intentionally committed a criminal
act. In connection with a Corporation Action, indemnification under this
paragraph may be for expenses, including attorneys' fees, actually and
reasonably incurred. In connection with a Third Party Action, indemnification
under this paragraph may be for expenses, including attorneys' fees, actually
and reasonably incurred, and for judgments, penalties, fines, and amounts paid
in settlement actually and reasonably incurred.
In the absence of a provision in the articles of incorporation
eliminating or limiting the liability of a director, indemnification from Third
Party Actions or Corporation Actions, unless ordered by the court, shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances because he or she has met the applicable Standard of Conduct
required for Third Party Actions and Corporate Actions and upon an evaluation of
the reasonableness of expenses and amounts paid in settlement.
If a person is entitled to indemnification under the
provisions relating to either a Third Party Action or a Corporate Action for a
portion of expenses, including reasonable attorneys' fees, judgments, penalties,
fines, and amounts paid in settlement, but not for the total amount, the
corporation may indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person is entitled
to be indemnified.
The determination of the propriety of indemnification and
evaluations of the reasonableness of expenses and settlement shall be made in
any of the following ways: (a) by a majority vote of a quorum of the board
consisting of directors who are not parties or threatened to be made parties to
the action, suit, or proceeding, or (b) if a quorum cannot be obtained under
subdivision (a), by majority vote of a committee duly designated by the board
and consisting solely of 2 or more directors not at the time parties or
threatened to be made parties to the action, suit, or proceeding, or (c) by
independent legal counsel in a written opinion, which counsel shall be selected
pursuant to the terms and conditions of the MBCA, or (d) by all independent
4
directors who are not parties or threatened to be made parties to the action,
suit, or proceeding, or (e) by the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to be made parties
to the action, suit, or proceeding may not be voted.
An authorization of payment of indemnification shall be made
in any of the following ways:
(a) by the board in one of the following ways:
(i) if there are two or more directors who are not
parties or threatened to be made parties to the
action, suit, or proceeding, by a majority vote of
all directors who are not parties or threatened to be
made parties, a majority of whom shall constitute a
quorum for this purpose, (ii) by a majority of the
members of a committee of two or more directors who
are not parties or threatened to be made parties to
the action, suit, or proceeding, (iii) if the
corporation has one or more independent directors who
are not parties or threatened to be made parties to
the action, suit, or proceeding, by a majority vote
of all independent directors who are not parties or
are threatened to be made parties, a majority of whom
shall constitute a quorum for this purpose, (iv) if
there are no independent directors and less than two
directors who are not parties or threatened to be
made parties to the action, suit, or proceeding, by
the vote necessary for action by the board in
accordance with the MBCA, in which authorization all
directors may participate.
(b) by the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to be made parties
to the action, suit, or proceeding may not be voted on the authorization.
6. Payment or Reimbursement of Reasonable Expenses Prior to
Final Disposition of Proceedings.
A corporation may pay or reimburse the reasonable expenses
incurred by a director, officer, employee, or agent who is a party or threatened
to be made a party to an action, suit, or proceeding in advance of final
disposition of the proceeding if both of the following apply: (a) the person
furnishes the corporation a written affirmation of his or her good faith belief
that he or she has met the applicable Standard of Conduct required for Third
Party Actions and Corporation Actions, and (b) the person furnishes the
corporation a written undertaking, executed personally or on his or her behalf,
to repay the advance if it is ultimately determined that he or she did not meet
the applicable Standard of Conduct required for Third Party Actions and
Corporation Actions. The undertaking must be an unlimited general obligation of
the person but need not be secured and may be accepted without reference to the
financial ability of the person to make repayment.
Determinations and evaluations shall be made in the same
manner as described in paragraph 5 above.
A provision in the articles of incorporation or bylaws, a
resolution of the board or shareholders, or an agreement making indemnification
mandatory shall also make the advancement of expenses mandatory unless the
provision, resolution, or agreement specifically provides otherwise.
5
7. Statutory Indemnification or Advancement of Expenses is Not
Exclusive.
The indemnification or advancement of expenses provided under
the MBCA is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation, bylaws, or a contractual agreement. The total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in the MBCA continues as to a person
who ceases to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, personal representatives, and administrators of the
person.
8. Liability Insurance.
A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have power to indemnify him or her against liability under other provisions of
the MBCA.
B. Company's Articles of Incorporation
Article XV of the Company's Amended and Restated Articles of
Incorporation provide that a director of the Company shall not be personally
liable to the Company or its shareholders for monetary damages for a breach of
the director's fiduciary duty, except for liability: (i) for a breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of the law, (iii) for violation of Section 551(i) of the MBCA, (iv)
for a transaction from which the director derived an improper benefit, or (v)
for acts or omissions occurring before June 20, 1994.
If the MBCA hereafter is amended to further eliminate or limit the
liability of a director, then a director of the Company, in addition to the
circumstances in which a director is not personally liable, as set forth in the
paragraph above, shall not be liable to the fullest extend permitted by the
MBCA, as amended.
For purposes of Article XV, "fiduciary duty as a director" shall
include, but not be limited to, any fiduciary duty arising out of serving at the
request of the Company as a director of another corporation, partnership, joint
venture, trust or other enterprise, and any liability to the Company in its
capacity as a security holder, joint venturer, partner, beneficiary, creditor or
investor of or in any such other corporation, partnership, joint venture, trust
or other enterprise. Any repeal or modification of the foregoing provision of
Article XV by the shareholders of the Company shall not adversely affect any
right or protection of a director of the Company existing at the time of such
repeal or modification.
C. Company's Bylaws
Article VII of the Company's Amended and Restated Bylaws
provides for indemnification of directors and officers as follows:
Section 1. Indemnification. The Corporation shall indemnify each of the
directors and officers of the Corporation, and may indemnify any other
individual, to the fullest extent permitted by Sections 561 and 562 of the MBCA,
as it may be amended from time to time and as otherwise permitted by law, and
shall promptly make or cause to be made any determination required by Section
564a of the MBCA. The Corporation shall pay and reimburse each of he directors
and officers of the Corporation, and may pay and reimburse any other individual,
to the fullest extent permitted by Section 564b of the MBCA and as otherwise
permitted by law, and the Corporation shall promptly make or cause to be made
any determination required by Section 564b.
Section 2. Insurance. The Corporation shall maintain insurance to the
extent reasonably available, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the MBCA.
Section 3. Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article VII by the Shareholders or the directors of the
Corporation shall not adversely affect any right or protection of a director,
officer, employee or agent of the Corporation existing at the time of such
amendment, repeal or modification.
6
ITEM 8. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 9. EXHIBITS.
The following documents are attached hereto or incorporated herein by reference
as exhibits to this Registration Statement:
Exhibit Number Description of Document
4.1 Amended and Restated Articles of Caraco
Pharmaceutical Laboratories Ltd. (1)
4.2 Certificate of Amendment to the Amended and
Restated Articles of Incorporation filed
February 13, 1997. (2)
4.3 Certificate of Amendment to the Amended and
Restated Articles of Incorporation filed
February 10, 2000. (3)
4.4 Amended and Restated Bylaws of Caraco
Pharmaceutical Laboratories Ltd. (4)
4.5 Amendment to Amended and Restated Bylaws.
(5)
4.6 Amendment to Amended and Restated Bylaws
dated November 21, 2002. (8)
4.7 The 1993 Stock Option Plan of Caraco
Pharmaceutical Laboratories Ltd. (6)
4.8 The 1999 Equity Participation Plan of Caraco
Pharmaceutical Laboratories Ltd. (7)
5.1 Opinion of Bodman, Longley, & Dahling LLP.
(+)
23.1 Consent of Rehmann Robson. (+)
23.2 Consent of Bodman, Longley, & Dahling LLP,
legal counsel (contained in Exhibit 5.1).
-----------------------------
+ Filed herewith
(1) Incorporated by reference from Exhibits to
Registrant's Form 10-KSB filed on March 1995,
Commission File No. 0-24676.
(2) Incorporated by reference from Exhibits to
Registrant's Form 10-KSB filed on March 31, 1997,
Commission File No. 0-24676.
(3) Incorporated by reference from Exhibits to
Registrant's Pre-Effective Amendment No. 1 to Form
SB-2 filed on October 4, 2002, Commission File No.
333-91968.
(4) Incorporated by reference from Exhibits to
Registrant's Form 10-KSB filed on March 31, 1998,
Commission File No. 024676.
(5) Incorporated by reference from Exhibits to
Registrant's Form SB-2 filed on July 3, 2002,
Commission File No. 333-
(6) Incorporated by reference from Exhibits to
Registrant's Registration Statement on Form SB-2,
as amended, filed on November 5, 1993, Commission
File No. 33-71398C.
(7) Incorporated by reference from Exhibit A to
Registrant's Proxy Statement filed on April 28,
1999, Commission File No. 0-24676.
(8) Incorporated by reference from Exhibits to
Registrant's Form 10-KSB filed on March 31, 2003,
Commission File No. 0-24676.
7
ITEM 10. 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:
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;
(2) That, for the purpose 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, 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 provisions described in Item
6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
8
SIGNATURES
THE REGISTRANT. 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 Detroit, State of Michigan on April 8, 2003.
CARACO PHARMACEUTICAL
LABORATORIES LTD.
By: /s/ Narendra N. Borkar
---------------------------
Narendra N. Borkar
Chief Executive Officer
9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, this 8th day of
April, 2003, Narendra N. Borkar and Jitendra N. Doshi, and each one of them
acting singly, as the person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the person and in the
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments and prospectus supplements and
re-offer prospectuses) to this registration statement and any additional
registration statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of the, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
indicated, on April 8, 2003.
Name and Signature Title
/s/ Dilip Shanghvi Chairman of the Board
-------------------------------------
Dilip Shanghvi
/s/ Narendra N. Borkar President, Chief Executive Officer,
------------------------------------- Treasurer and Director (Principal
Narendra N. Borkar Executive Officer)
/s/ Jitendra N. Doshi Chief Operating Officer, Chief
------------------------------------- Financial Officer and Director
Jitendra N. Doshi (Principal Financial and
Accounting Officer)
/s/ Sailesh T. Desai Director
-------------------------------------
Sailesh T. Desai
/s/ David A. Hagelstein Director
-------------------------------------
David A. Hagelstein
/s/ Phyllis Harrison-Ross Director
-------------------------------------
Phyllis Harrison-Ross
/s/ Jay F. Joliat Director
-------------------------------------
Jay F. Joliat
/s/ Sudhir Valia Director
-------------------------------------
Sudhir Valia
10
EXHIBIT INDEX
Exhibit Number Description of Document
-------------- -----------------------
5.1 Opinion of Bodman, Longley, & Dahling
LLP.
23.1 Consent of Rehmann Robson.
23.2 Consent of Bodman, Longley, & Dahling
LLP, legal counsel (contained in Exhibit
5.1).
1