content: <PAGE>   1
  As Filed with the Securities                         Registration No.333-_____
  and Exchange Commission on
  November 25, 1996.
  
  
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                     ----------------------------------------
  
                                 F O R M   S - 8
                              REGISTRATION STATEMENT
                         Under the Securities Act of 1933
  
                             The Exploration Company
        -----------------------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
  
      Colorado                                                   84-0793089
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification Number)
  
  
  500 North Loop 1604 East, Suite 250, San Antonio, Texas                  78232 
  --------------------------------------------------------------------------------
  (Address of Principal Executive Office)                               (Zip Code)
  
  
                           1995 Flexible Incentive Plan
  --------------------------------------------------------------------------------
                             (Full title of the Plan)
  
  
                                 James E. Sigmon
  500 North Loop 1604 East, Suite 250, San Antonio, Texas                    78232
  --------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
  
                                  (210) 496-5300
  --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  
  
                         Calculation of Registration Fee
  ================================================================================
                                                       Proposed   
  Title of                          Proposed          maximum    
  securities           Amount         maximum         aggregate         Amount of
  to be                to be       offering price      offering       registration
  registered         registered      per unit           price               fee 
  --------------------------------------------------------------------------------
  Common Stock
  $.01 par value    (1) $400,000   (2) $2.38         (2) $952,000    (2) $288.48
  --------------------------------------------------------------------------------
  
  
  (1)  This Registration Statement also covers such additional number of shares,
  presently undeterminable, as may become issuable under the Plan in the event of
  Common Stock dividends, Common Stock splits, mergers, reorganizations, split-
  ups, combinations, recapitalizations or other changes in Common Stock.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(h).
  <PAGE>   2
  PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.     Plan Information
  
       Omitted pursuant to Rule 424 promulgated by the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "1934 Act").
  
  Item 2.     Registrant Information and Employee Plan Annual Information
  
       Omitted pursuant to Rule 424 promulgated by the Commission pursuant to
  the 1934 Act.
  
  
  
  
  
                                        I-1
  <PAGE>   3
  PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference
  
       The following documents filed by The Exploration Company (hereinafter
  the "Company" or the "Registrant") with the Commission are incorporated in and
  made a part of this Registration Statement by reference:  Item 2, "Description
  of Registrant's Securities to be Registered," on Form 8-A dated February 1,
  1980; Annual Report on Form 10-K for the fiscal year ended August 31, 1995;
  Quarterly Report on Form 10-Q for the quarter ended November 30, 1995;
  Quarterly Report on Form 10-Q for the quarter ended February 29, 1996;
  Quarterly Report on Form 10-Q for the quarter ended May 31, 1996; and Current
  Report on Form 8-K dated May 31, 1996; and Current Report on Form 8-K dated
  September 4, 1996.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the 1934 Act after the date of this Registration
  Statement, and 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 thereof from the date
  of the filing of such documents.
  
  Item 4.     Description of Securities
  
       Non-applicable.
  
  Item 5.     Interests of Named Experts and Counsel
  
       Non-applicable.
  
  Item 6.     Indemnification of Directors and Officers
  
       The Company shall indemnify its directors, officers, employees and
  agents to the fullest extent permitted by the Colorado Business Corporation Act
  and its Certificate of Incorporation.
  
       The Company's Certificate of Incorporation eliminates liability of the
  Company's directors for monetary damages for breaches of their fiduciary duty
  as a director, except for liability (i) for any breach of the director's duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 403 of the Colorado Business Corporation Act, as the
  same exists or hereafter may be amended, or (iv) for any transaction from which
  the director derived an improper personal benefit.  If the Colorado Business
  Corporation Act hereafter is amended to authorize the further elimination or
  limitation on personal liability of directors, then the liability of a director
  of the Company, in addition to the limitation on
  
  
  
  
  
                                        II-1
  <PAGE>   4
  personal liability provided herein, shall be limited to the fullest extent
  permitted by the amended Colorado Business Corporation Act.  Any repeal or
  modification of this paragraph by the stockholders of the Company shall be
  prospective only, and shall not adversely affect any limitation on the personal
  liability of a director of the Company existing at the time of such repeal or
  modification.
  
       The Company may maintain insurance, at its expense, to protect itself
  and any director, officer, employee or agent of the Company or another
  corporation, partnership, joint venture, trust or other enterprise against any
  such expense, liability or loss, whether or not the Company would have the
  power to indemnify such person against such expense, liability or loss under
  the Colorado Business Corporation Act Law.
  
  
  Item 7.     Exemption from Registration Claimed
  
         Non-applicable.
  
  Item 8.     Exhibits
  
  <TABLE>
              <S>      <C>
               4.1     The Company's Certificate of Incorporation.
               4.2     The Company's Bylaws.
               4.3     The 1995 Flexible Incentive Plan.
               5.1     Opinion of Small, Craig & Werkenthin, P.C.
              23.1     Consent of Akin, Doherty, Klein & Fuege, P.C.
              23.2     Consent of Small, Craig & Werkenthin, P.C., is included in their opinion filed as Exhibit 5.1 of
                       this Registration Statement.
  
  ------------------------                         
  </TABLE>
  
  Item 9.     Undertakings
  
       (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 of 1933 (the "1933 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, represents a fundamental change
              in the information set forth in the registration statement;
  
  
  
  
  
                                        II-2
  <PAGE>   5
                     (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) above do not apply if the registration statement is on
              Form S-3 or Form S-8 and the information required to be included
              in a post-effective amendment by those paragraphs is contained in
              periodic reports filed by the registration pursuant to Section 13
              or Section 15(d) of the 1934 Act that are incorporated by
              reference in the registration statement.
  
              (2)    That, for the purpose of determining any liability under
       the 1933 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.
  
              (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 1933 Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 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.
  
       (c)    The undersigned Registrant hereby undertakes to deliver or cause
  to be delivered with the prospectus, to each employee to whom the prospectus is
  sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14(a)-3 or Rule 14(c)-3 under the 1934 Act;
  and, where interim financial information required to be presented by Article 3
  of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
  be delivered to each person to whom the prospectus is sooner given, the latest
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
  
       (d)    Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing
  
  
  
  
  
                                        II-3
  <PAGE>   6
  provisions, or otherwise, the Registrant has been advised that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the 1933 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 director, officer or controlling
  person of the Registrant the successful defense of any action, suit or
  proceeding) as 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 of
  whether such indemnification by it is against the public policy as expressed in
  the 1933 Act and will be governed by the final adjudication of such issue.
  
                                     SIGNATURES
  
       The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, 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 San Antonio, State of Texas, on
  November 7, 1996.
  
  
                                            REGISTRANT:                      
                                                                             
                                            THE EXPLORATION COMPANY          
                                                                             
                                                                             
                                                                             
                                            By:  /s/ James E. Sigmon         
                                               ----------------------------  
                                            Name:    James E. Sigmon         
                                                 --------------------------
                                            Title:   President               
                                                  -------------------------
  
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  
     11-8-96                                  /s/ Stephen M. Gose, Jr.      
  ------------                               -------------------------------
  Date                                       Stephen M. Gose, Jr., Chairman
                                             of the Board
  
  
  
  
  
                                        II-4
  <PAGE>   7
  
      11-7-96                                 /s/ James E. Sigmon           
  ------------                               -------------------------------
  Date                                       James E. Sigmon, President and
                                             Director
  
  
  
      11-7-96                                 /s/ Thomas H. Gose            
  ------------                               -------------------------------
  Date                                       Thomas H. Gose, Secretary and
                                             Director
  
  
  
      11-7-96                                 /s/ Roberto R. Thomae         
  ------------                               -------------------------------
  Date                                       Roberto R. Thomae, Principal
                                             Financial Officer, Controller or
                                             Principal Accounting Officer
  
  
  
  
  
                                        II-5
  <PAGE>   8
                                INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
         EXHIBIT
           NO.                     DESCRIPTION
         -------                   -----------
          <S>          <C>
           4.1         The Company's Certificate of Incorporation.
           4.2         The Company's Bylaws.
           4.3         The 1995 Flexible Incentive Plan.
           5.1         Opinion of Small, Craig & Werkenthin, P.C.
          23.1         Consent of Akin, Doherty, Klein & Fuege, P.C.
          23.2         Consent of Small, Craig & Werkenthin, P.C., is included in 
                       their opinion filed as Exhibit 5.1 of this Registration 
                       Statement.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15808}]
metadata_filer: {"company-data": {"conformed-name": "EXPLORATION CO", "cik": "0000313395", "assigned-sic": "7500", "irs-number": "840793089", "state-of-incorporation": "CO", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16789", "film-number": "96672300"}, "business-address": {"street1": "500 N LOOP 1604 E STE 250", "city": "SAN ANTONIO", "state": "TX", "zip": "78232", "phone": "2104965300"}, "mail-address": {"street1": "500 N LOOP 1604 E", "street2": "SUITE 250", "city": "SAN ANTONIO", "state": "TX", "zip": "78232"}}
text: 1
  As Filed with the Securities                         Registration No.333-_____
  and Exchange Commission on
  November 25, 1996.
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                     ----------------------------------------
  
                                 F O R M   S - 8
                              REGISTRATION STATEMENT
                         Under the Securities Act of 1933
  
                             The Exploration Company
        -----------------------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
      Colorado                                                   84-0793089
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification Number)
  
  500 North Loop 1604 East, Suite 250, San Antonio, Texas                  78232 
  --------------------------------------------------------------------------------
  (Address of Principal Executive Office)                               (Zip Code)
  
                           1995 Flexible Incentive Plan
  --------------------------------------------------------------------------------
                             (Full title of the Plan)
  
                                 James E. Sigmon
  500 North Loop 1604 East, Suite 250, San Antonio, Texas                    78232
  --------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (210) 496-5300
  --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                         Calculation of Registration Fee
  ================================================================================
                                                       Proposed   
  Title of                          Proposed          maximum    
  securities           Amount         maximum         aggregate         Amount of
  to be                to be       offering price      offering       registration
  registered         registered      per unit           price               fee 
  --------------------------------------------------------------------------------
  Common Stock
  $.01 par value    (1) $400,000   (2) $2.38         (2) $952,000    (2) $288.48
  --------------------------------------------------------------------------------
  
  (1)  This Registration Statement also covers such additional number of shares,
  presently undeterminable, as may become issuable under the Plan in the event of
  Common Stock dividends, Common Stock splits, mergers, reorganizations, split-
  ups, combinations, recapitalizations or other changes in Common Stock.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(h).
  2
  PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.     Plan Information
  
       Omitted pursuant to Rule 424 promulgated by the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "1934 Act").
  
  Item 2.     Registrant Information and Employee Plan Annual Information
  
       Omitted pursuant to Rule 424 promulgated by the Commission pursuant to
  the 1934 Act.
  
                                        I-1
  3
  PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference
  
       The following documents filed by The Exploration Company (hereinafter
  the "Company" or the "Registrant") with the Commission are incorporated in and
  made a part of this Registration Statement by reference:  Item 2, "Description
  of Registrant's Securities to be Registered," on Form 8-A dated February 1,
  1980; Annual Report on Form 10-K for the fiscal year ended August 31, 1995;
  Quarterly Report on Form 10-Q for the quarter ended November 30, 1995;
  Quarterly Report on Form 10-Q for the quarter ended February 29, 1996;
  Quarterly Report on Form 10-Q for the quarter ended May 31, 1996; and Current
  Report on Form 8-K dated May 31, 1996; and Current Report on Form 8-K dated
  September 4, 1996.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the 1934 Act after the date of this Registration
  Statement, and 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 thereof from the date
  of the filing of such documents.
  
  Item 4.     Description of Securities
  
       Non-applicable.
  
  Item 5.     Interests of Named Experts and Counsel
  
       Non-applicable.
  
  Item 6.     Indemnification of Directors and Officers
  
       The Company shall indemnify its directors, officers, employees and
  agents to the fullest extent permitted by the Colorado Business Corporation Act
  and its Certificate of Incorporation.
  
       The Company's Certificate of Incorporation eliminates liability of the
  Company's directors for monetary damages for breaches of their fiduciary duty
  as a director, except for liability (i) for any breach of the director's duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 403 of the Colorado Business Corporation Act, as the
  same exists or hereafter may be amended, or (iv) for any transaction from which
  the director derived an improper personal benefit.  If the Colorado Business
  Corporation Act hereafter is amended to authorize the further elimination or
  limitation on personal liability of directors, then the liability of a director
  of the Company, in addition to the limitation on
  
                                        II-1
  4
  personal liability provided herein, shall be limited to the fullest extent
  permitted by the amended Colorado Business Corporation Act.  Any repeal or
  modification of this paragraph by the stockholders of the Company shall be
  prospective only, and shall not adversely affect any limitation on the personal
  liability of a director of the Company existing at the time of such repeal or
  modification.
  
       The Company may maintain insurance, at its expense, to protect itself
  and any director, officer, employee or agent of the Company or another
  corporation, partnership, joint venture, trust or other enterprise against any
  such expense, liability or loss, whether or not the Company would have the
  power to indemnify such person against such expense, liability or loss under
  the Colorado Business Corporation Act Law.
  
  Item 7.     Exemption from Registration Claimed
  
         Non-applicable.
  
  Item 8.     Exhibits
  4.1     The Company's Certificate of Incorporation.
               4.2     The Company's Bylaws.
               4.3     The 1995 Flexible Incentive Plan.
               5.1     Opinion of Small, Craig & Werkenthin, P.C.
              23.1     Consent of Akin, Doherty, Klein & Fuege, P.C.
              23.2     Consent of Small, Craig & Werkenthin, P.C., is included in their opinion filed as Exhibit 5.1 of
                       this Registration Statement.
  
  ------------------------
  Item 9.     Undertakings
  
       (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 of 1933 (the "1933 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, represents a fundamental change
              in the information set forth in the registration statement;
  
                                        II-2
  5
                     (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) above do not apply if the registration statement is on
              Form S-3 or Form S-8 and the information required to be included
              in a post-effective amendment by those paragraphs is contained in
              periodic reports filed by the registration pursuant to Section 13
              or Section 15(d) of the 1934 Act that are incorporated by
              reference in the registration statement.
  
              (2)    That, for the purpose of determining any liability under
       the 1933 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.
  
              (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 1933 Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 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.
  
       (c)    The undersigned Registrant hereby undertakes to deliver or cause
  to be delivered with the prospectus, to each employee to whom the prospectus is
  sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14(a)-3 or Rule 14(c)-3 under the 1934 Act;
  and, where interim financial information required to be presented by Article 3
  of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
  be delivered to each person to whom the prospectus is sooner given, the latest
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
  
       (d)    Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing
  
                                        II-3
  6
  provisions, or otherwise, the Registrant has been advised that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the 1933 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 director, officer or controlling
  person of the Registrant the successful defense of any action, suit or
  proceeding) as 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 of
  whether such indemnification by it is against the public policy as expressed in
  the 1933 Act and will be governed by the final adjudication of such issue.
  
                                     SIGNATURES
  
       The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, 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 San Antonio, State of Texas, on
  November 7, 1996.
  
                                            REGISTRANT:                      
                                                                             
                                            THE EXPLORATION COMPANY          
                                                                             
                                                                             
                                                                             
                                            By:  /s/ James E. Sigmon         
                                               ----------------------------  
                                            Name:    James E. Sigmon         
                                                 --------------------------
                                            Title:   President               
                                                  -------------------------
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
     11-8-96                                  /s/ Stephen M. Gose, Jr.      
  ------------                               -------------------------------
  Date                                       Stephen M. Gose, Jr., Chairman
                                             of the Board
  
                                        II-4
  7
  
      11-7-96                                 /s/ James E. Sigmon           
  ------------                               -------------------------------
  Date                                       James E. Sigmon, President and
                                             Director
  
      11-7-96                                 /s/ Thomas H. Gose            
  ------------                               -------------------------------
  Date                                       Thomas H. Gose, Secretary and
                                             Director
  
      11-7-96                                 /s/ Roberto R. Thomae         
  ------------                               -------------------------------
  Date                                       Roberto R. Thomae, Principal
                                             Financial Officer, Controller or
                                             Principal Accounting Officer
  
                                        II-5
  8
                                INDEX TO EXHIBITS
  EXHIBIT
           NO.                     DESCRIPTION
         -------                   -----------
  4.1         The Company's Certificate of Incorporation.
           4.2         The Company's Bylaws.
           4.3         The 1995 Flexible Incentive Plan.
           5.1         Opinion of Small, Craig & Werkenthin, P.C.
          23.1         Consent of Akin, Doherty, Klein & Fuege, P.C.
          23.2         Consent of Small, Craig & Werkenthin, P.C., is included in 
                       their opinion filed as Exhibit 5.1 of this Registration 
                       Statement.