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- S-4 Registration of securities issued in business combination transactions
- 3.3 Articles of Incorporation of Alexandria Indemnity Corporation
- 3.4 Bylaws of Alexandria Indemnity Corporation
- 3.5 Certificate of Formation of BMCT Equipment Company L.L.C.
- 3.6 Second Amended/restated Limited Liability Company Agreement of BMCT Equipment Company L.L.C.
- 3.7 Certificate of Formation of Ferry Equipment Company L.L.C.
- 3.8 Amended/restated Limited Liability Company Agreement of Ferry Equipment Company L.L.C.
- 3.9 Articles of Incorporation of RCC Atlantic, Inc.
- 3.10 Amended/restated Bylaws of RCC Atlantic, Inc.
- 3.11 Articles of Organization of RCC Atlantic Licenses, LLC
- 3.12 Bylaws of RCC Atlantic Licenses, LLC
- 3.13 Articles of Incorporation of RCC Atlantic Long Distance, Inc.
- 3.14 Amended/restated Bylaws of RCC Atlantic Long Distance, Inc.
- 3.15 Articles of Incorporation of RCC Holdings, Inc.
- 3.16 Bylaws of RCC Holdings, Inc.
- 3.17 Articles of Incorporation of RCC Minnesota, Inc.
- 3.18 Amended/restated Bylaws of RCC Minnesota, Inc.
- 3.19 Articles of Incorporation of RCC Network, Inc.
- 3.20 Bylaws of RCC Network, Inc.
- 3.21 Articles of Incorporation of RCC Paging, Inc.
- 3.22 Amended/restated Bylaws of RCC Paging, Inc.
- 3.23 Articles of Incorporation of RCC Transport, Inc.
- 3.24 Bylaws of RCC Transport, Inc.
- 3.25 Articles of Incorporation of Rgi Group, Inc.
- 3.26 Amended/restated Bylaws of Rgi Group, Inc.
- 3.27 Articles of Organization of Tla Spectrum, LLC
- 3.28 Operating Agreement of Tla Spectrum, LLC
- 4.1 Registration Rights Agreement
- 5.1 Opinion/consent of Skadden, Arps, Slate, Meagher & Flom, LLP
- 5.2 Opinion/consent of Moss & Barnett, a Professional Association
- 5.3 Opinion/consent of Elizabeth L. Kohler, Esq.
- 12 Statements Re Computation of Ratios
- 21 Subsidiaries of Registrant
- 23.1 Consent of Deloitte & Touche LLP Regarding Rural Cellular Corporation
- 23.2 Consent of Deloitte & Touche LLP Regarding RCC Minnesota, Inc.
- 25 Statement of Eligibility of Trustee
- 99.1 Form of Letter of Transmittal for Senior Secured Notes
- 99.2 Form of Notice of Guaranteed Delivery for Senior Secured Notes
- 99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees
- 99.4 Form of Letter to Clients
- 99.5 Form of Instruction from Owner of Senior Secured Notes
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement of Rural Cellular Corporation on Form S-4 of our report dated September 7, 2004, relating to the financial statements of RCC Minnesota, Inc. (“RCCM”) as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 (which report includes explanatory paragraphs related to the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142,Goodwill and Other Intangible Assets, and the preparation of such financial statements that includes allocations to and from RCCM, both as discussed in Note 2 to the financial statements), appearing in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
September 13, 2004