UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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STANLEY BLACK
& DECKER, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1000
Stanley Drive
New
Britain, Connecticut 06053
(Address
of Principal Executive
Offices
Including Zip Code)
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06-0548860
(I.R.S.
Employer
Identification
No.)
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The
Stanley Works 2009 Long-Term Incentive Plan (As amended March 12,
2010)
(Full
Title of the Plan)
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Bruce
H. Beatt, Esquire
The
Stanley Works
1000
Stanley Drive
New
Britain, Connecticut 06053
(Name
and Address of Agent For Service)
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860-225-5111
(Telephone
Number, Including Area Code, of Agent For Service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended. (Check one):
Large
accelerated filer :
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Accelerated
filer G
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Non-accelerated
filer G
(Do
not check if a smaller reporting company)
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Smaller
reporting company G
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CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered
|
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum Aggregate
Offering
Price(2)
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Amount
of
Registration
Fee
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Common Stock, par value $2.50 per share
(and associated Series A Junior Participating Preferred Stock purchase
rights)
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|
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8,100,000(3) |
|
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$ |
58.835 |
|
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$ |
476,563,500.00 |
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$ |
33,978.98 |
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this
Registration Statement also covers such additional shares of Common Stock,
par value $2.50 per share (the “Common Stock”), of The Stanley Works (the
“Company”) as may become issuable pursuant to the anti-dilution provisions
of The Stanley Works 2009 Long-Term Incentive Plan (the
“Plan”).
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(2)
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Estimated solely for purposes of
calculation of the registration fee pursuant to paragraphs (c) and (h) of
Rule 457 under the Securities Act based upon the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange
on March 11, 2010, a date that is within five business days prior to
filing.
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(3)
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Represents
shares of Common Stock that were added to the shares authorized for
issuance under the Plan on March 12, 2010 pursuant to a vote of
shareholders of the Company.
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EXPLANATORY
NOTE
This
Registration Statement is being filed for the purpose of increasing the number
of securities of the same class as other securities for which a Registration
Statement of Stanley Black & Decker (“Stanley”
or the “Registrant”) on Form
S-8 relating to the same employee benefit plan is effective. The Registrant
previously registered shares of its Common Stock for issuance under the 2009
Long-Term Incentive Plan under a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission, or Commission, on November 6, 2009 (File
No. 333-162956). Pursuant to General Instruction E to Form S-8, this
Registration Statement hereby incorporates by reference the contents of the
Registration Statements referenced above.
In
accordance with the Note to Part I of Form S-8, the information specified by
Part I of Form S-8 has been omitted from this Registration
Statement.
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INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
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The
following documents filed by the Company with the Commission are incorporated by
reference in this Registration Statement:
(1)
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the
Company’s Annual Report on Form 10-K for the year ended January 2,
2010;
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(2)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
11, 2010;
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(3)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
12, 2010;
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(4)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
12, 2010;
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(5)
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the
description of the Common Stock contained in the Company’s registration
statement on Form 8-A filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
November 1, 1985, including any subsequently filed amendments and reports
updating such description; and
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(6)
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the
description of the Rights associated with our common stock contained in
our Registration Statement on Form 8-A/A, filed with the SEC on July 23,
2004, and any amendment or report filed for the purpose of updating such
description (including the amendment filed on December 22,
2009).
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In
addition, 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 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
hereof from the date of filing of such documents. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein will 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 such statement so modified or
superseded will not be deemed, except as modified or superseded, to constitute a
part of this Registration Statement.
Not
applicable.
Bruce H.
Beatt, Senior Vice President, General Counsel and Secretary of the Company, is
an officer and employee of the Company and will be eligible for awards of
options or other rights under the Plan. Mr. Beatt beneficially owns and has
rights to acquire less than one percent of the Company’s Common
Stock.
Sections
33-770 through 33-776 of the Connecticut Business Corporation Act, or CBCA,
provide that a corporation in the Company’s circumstances may indemnify a
director or officer against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses actually incurred by him, including
attorneys’ fees, for actions brought against him in his capacity as a director
or officer, when it is determined by certain disinterested parties that he acted
in good faith in a manner he reasonably believed to be in the corporation’s best
interest (or in the case of conduct not in his official capacity, at least not
opposed to the best interests of the corporation). In any criminal action or
proceeding, it also must be determined that the director or officer had no
reasonable cause to believe that his conduct was unlawful. The director or
officer must be indemnified when he is wholly successful on the merits or
otherwise in the defense of a proceeding or in circumstances where a court
determines that he is entitled to indemnification or that it is fair and
reasonable that the director or officer be indemnified. In connection with
shareholder derivative suits, the director or officer may not be indemnified
except for reasonable expenses incurred in connection with the proceeding (and
then only if it is determined that he met the relevant standard of conduct
described above), subject, however, to courts’ power under Section 33-774 to
order indemnification. Unless ordered by a court under Section 33-774, a
corporation may not indemnify a director with respect to conduct for which he
was adjudged liable on the basis that he received a financial benefit to which
he was not entitled, whether or not he was acting in his official
capacity.
The
Company’s certificate of incorporation provides that no director of the Company
will be personally liable to the Company or any of its shareholders for monetary
damages in an amount greater than the compensation received by that director for
serving the Company during the year of the violation to the extent permitted by
applicable law, which permits such limitation provided that such violation must
not involve a knowing and culpable violation of law, enable the director or an
affiliate to receive an improper personal gain, show a lack of good faith and a
conscious disregard for the director’s duty to the corporation, amount to an
abdication of the director’s duty to the corporation, or create liability for an
unlawful distribution.
The
Company’s bylaws also provide for the indemnification of directors and officers
to the extent permitted by applicable law.
The
Company has purchased insurance providing officers and directors of the Company
(and their heirs and other legal representatives) coverage against certain
liabilities arising from any negligent act, error, omission or breach of duty
claimed against them solely by reason of their being such officers and
directors, and providing coverage for the Company against its obligation to
provide indemnification as required by the above-described statute.
Because
Stanley was incorporated under Connecticut law prior to January 1, 1997 and its
certificate of incorporation does not provide otherwise, Stanley is required to
indemnify a director to the extent indemnification is permitted under the CBCA,
subject to certain exceptions and procedural requirements of the
CBCA.
Not
applicable.
The
exhibits to this Registration Statement on Form S-8 are listed in the Exhibit
Index, which appears at the end of this report and is incorporated by reference
herein.
(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:
(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. Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule
424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement;
(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
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) that,
for the purpose 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;
and
(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, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
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.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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.
Pursuant
to the requirements of the Securities Act, 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 New
Britain, State of Connecticut, on this 12th day of March, 2010.
STANLEY BLACK & DECKER,
INC.,
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By
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/s/
Bruce H. Beatt |
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Title:
Senior Vice President, General Counsel
and Secretary
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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.
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President,
Chief Executive Officer and Director (Principal Executive
Officer)
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March
12, 2010
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John
F. Lundgren
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Senior
Vice President and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
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March
12, 2010
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Donald
Allan, Jr.
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Director
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March
12, 2010
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John
G. Breen
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Director
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March
12, 2010
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Patrick
D. Campbell
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Director
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March
12, 2010
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Carlos
M. Cardoso
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Director
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March
12, 2010
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Virgis
W. Colbert
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Director
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March
12, 2010
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Robert
B. Coutts
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Director
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March
12, 2010
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Eileen
S. Kraus
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Director
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March
12, 2010
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Marianne
Miller Parrs
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Director
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March
12, 2010
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Lawrence
A. Zimmerman
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Chairman
and Director
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Nolan
D. Archibald
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Director
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George
W. Buckley
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Director
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M.
Anthony Burns
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Director
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Manual
A. Fernandez
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Director
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Benjamin
H. Griswold, IV
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Director
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Robert
L. Ryan
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*
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Bruce
H. Beatt, the above signed attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the
above indicated officers and directors pursuant to a power of attorney
filed with the Commission.
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Exhibit
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Description
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4.1
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Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to
the Company’s Annual Report on Form 10-K for the year ended January 2,
1999)
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4.2
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Certificate
of Amendment to the Restated Certificate of Incorporation (incorporated by
reference to Exhibit 4.1 to The Stanley Works Current Report on Form 8-K
dated December 21, 2009)
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4.3
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Certificate
of Amendment to the Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to The Stanley Works Current Report on Form 8-K
dated March 12, 2009)
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4.4
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Amended
and Restated By-laws of Stanley Black & Decker, Inc. (incorporated by
reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated
March 12, 2010)
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4.5
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Rights
Agreement, dated as of January 19, 2006, by and between The Stanley Works
and Computershare Investor Services L.L.C. (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K/A dated February
22, 2006)
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4.6
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009 (incorporated by
reference to Exhibit 4.2 to The Stanley Works Current Report on Form 8-K
dated December 21, 2009).
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4.7
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The
Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010)
(filed herewith)
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5.1
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Opinion
of Bruce H. Beatt (filed herewith)
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23.1
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Consent
of Ernst & Young LLP (filed herewith)
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23.2
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Consent
of Ernst & Young LLP (filed herewith)
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23.3
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Consent
of Bruce H. Beatt (included in Exhibit 5.1)
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24.1
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Power
of Attorney (filed herewith)
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