(d) Exhibits.

  Exhibit No.                              Description

      5.1        Opinion of Sidley Austin LLP with respect to legality.

      8.1        Opinion of Sidley Austin LLP with respect to federal tax
                 matters.

      23.1       Consent of Sidley Austin LLP (included in its opinions filed as
                 Exhibits 5.1, 8.1 and 99.5).

      23.2       Consent of Clark, Thomas & Winters, a Professional Corporation
                 (included in its opinion filed as Exhibit 99.6).

      99.5       Opinion of Sidley Austin llp with respect to federal
                 constitutional matters.

      99.6       Opinion of Clark, Thomas & Winters, a Professional Corporation,
                 with respect to Texas constitutional matters.