EXHIBIT 23.3

CONSENT OF TAX COUNSEL

We hereby consent to the filing of our opinion as Exhibit 8.1 to this Pre-
Effective Amendment No. 1 to Registration Statement on Form S-1 and to all
references to our firm included or made a part of this Registration Statement.
In addition, we hereby consent to the discussion of our opinion in the
Prospectus constituting part of this Registration Statement under the caption
"Federal Income Tax Consequences."

Minneapolis, Minnesota


January 7, 2005

                                                     /s/ Dorsey & Whitney LLP

                                                     Dorsey & Whitney LLP