EXHIBIT 5.1

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Internal Revenue Service                                                         Department of the Treasury

Plan Description:  Prototype Non/Standardized Profit Sharing Plan with _______   Washington, DC  20224
FFN:  50370030001-001    Case:  200100310    EIN:  13-3745616


PENTEGRA SERVICES INC.                                                           Contact Person:  Ms. Arrington  50-00197

108 CORPORATE PARK DRIVE                                                         Telephone Number:  (202) 293-8811

WHITE PLANS, NY  10604                                                           In Reference to:  T:EP:RA:T1

                                                                                 Date:  03/07/2002
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Dear Applicant:

In our  opinion,  the form of the plan  identified  above  is  acceptable  under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees.  This opinion relates only to the  acceptability of the form of
the plan under the Internal  Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.

You must  furnish a copy of this letter to each  employer  who adopts this plan.
You are also  required  to send a copy of the  approved  form of the  plan,  any
approved  amendments and related  documents to Employee Plans  Determinations in
Cincinnati  at the address  specified  in section  9.11 of Rev.  Proc.  2000-20,
2000-6 I.R.B. 553.

This letter  considers the changes in  qualifications  requirements  made by the
Uruguay Round  Agreements  Act (GATT),  Pub. D. 103-465,  the Small Business Job
Protection Act of 1996, Pub. L. 104-188,  the Uniformed Services  Employment and
Reemployment  Rights Act of 1994,  Pub. L. 103-353,  the Taxpayer  Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service  Restructuring and Reform Act
of 1998, Pub. L. 105-206 and the Community  Renewal Tax Relief Act of 2000, Pub.
L. 106-554. These laws are referred to collectively as GUST.

Our  opinion  on the  acceptability  of the form of the plan is not a ruling  or
determination  as to whether an  employer's  plan  qualifies  under Code section
401(a).  However, an employer that adopts this plan may rely on this letter with
respect to the  qualification of its plan under Code section 401(a), as provided
for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of the
plan must be followed in operation.

Except as  provided  below,  our  opinion  does not apply  with  respect  to the
requirements  of: (a) Code sections  401(a) (4),  401(a) 26, 401(1),  410(b) and
414(s).  Our opinion does not apply for purposes of Code section 401(a) (10) (B)
and section 401(a) (16) if an employer ever  maintained  another  qualified plan
for one or more  employees who are covered by this plan.  For this purpose,  the
employer will not be considered to have  maintained  another plan merely because
the employer has maintained another defined contribution plan(s),  provided such
other plan(s) has been  terminated  prior to the effective date of this plan and
no annual  additions have been credited to the account of any participant  under
such other  plan(s)  as of any date  within  the  limitation  year of this plan.
Likewise,  if this plan is first effective on or after the effective date of the
repeal of Code section  415(e),  the  employer  will not be  considered  to have
maintained  another plan merely  because the  employer has  maintained a defined
benefit plan(s),  provided the defined benefit plan(s) has been terminated prior
to the effective date of this plan. Our opinion also does not apply for purposes
of Code section 401(a) (16) if, after December 31, 1985, the employer  maintains
a  welfare  benefit  fund  defined  in  Code  section  419(e),   which  provides
postretirement medical benefits allocated to separate accounts for key employees
as defined in Code section 415A (d) (3).

Our opinion  applies with respect to the  requirements of Code section 410(b) of
100 percent of all  nonexcludable  employees  benefit under the plan.  Employers
that elect a safe  harbor  allocation  formula  and a safe  harbor  compensation
definition   can  also  rely  on  an  opinion   letter   with   respect  to  the
nondiscriminatory   amounts   requirement  under  section  401(a)  (4)  and  the
requirements  of  sections  401(k) and 401(m)  (except  where the plan is a safe
harbor  plan  under  section  401(k)  (12)  that  provides  for the safe  harbor
contribution to be made under another plan).

An employer  that elects to continue to apply the  pre-GUST  family  aggregation
rules in years  beginning after December 31, 1996, or the combined plan limit of
section 415(e) in years  beginning  after December 31, 1999, will not be able to
rely on the opinion  letter  without a  determination  letter.  The employer may
request a  determination  letter by filing an  application  with Employee


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PENTEGRA SERVICES INC
FFN:  50370030001-001
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Plans Determinations on Form 5307. Application for Determination for Adopters of
Master or Prototype or Volume Submitter Plans.

If you, the master or prototype sponsor,  have any questions  concerning the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the sponsor.  Individual  participants and/or adopting employers
with  questions  concerning  the plan  should  contact  the master or  prototype
sponsor.  The plan's adoption  agreement must include the sponsor's  address and
telephone number for inquiries by adopting employers.

If you write to the IRS  regarding  this plan,  please  provide  your  telephone
number  and the  most  convenient  time  for us to  call  in  case we need  more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should  keep this  letter as a  permanent  record.  Please  notify us if you
modify or discontinue sponsorship of this plan.

                                      Sincerely yours,

                                      /s/ Paul T. Shultz

                                      Director
                                      Employee Plans Rulings & Agreements