Form: S-3

Registration statement for specified transactions by certain issuers

October 22, 1998

EXHIBIT 5.2

Published on October 22, 1998



EXHIBIT 5.2


CONSENT OF COUNSEL

The undersigned hereby consents to the use of our name and the statement
with respect to us appearing under the heading "Legal Matters" included in
this Form S-3.

GARDERE & WYNNE, L.L.P.

Daniel F. Perez October 22, 1998
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Daniel F. Perez Date: