EXHIBIT 5.2
                                        
                                        
     The Registrant will submit (or has submitted) the Plan and any amendment
thereto to the Internal Revenue Service ("IRS"), in a timely manner and will
make (or has made) all changes required by the IRS in order to qualify the Plan.




                              \s\ Michael J. Walsh
                              ----------------------------------
                              Michael J. Walsh
                              Executive Vice President, Chief
                              Financial Officer, General Counsel
                              and Secretary