EXHIBIT 5.2

      INTERNAL REVENUE SERVICE           DEPARTMENT OF THE TREASURY

                                         Washington, DC 20224

Sponsor Name: MFS Retirement Services Inc.
Plan Description: Prototype Non Standardized Profit Sharing Plan with CODA
FFN: 503A1470001 001  Case: 200000638  EIN: 04 3253929
BPD: 01  Plan: 001  Letter Serial No: K372757a

                                         Contact Person:  Ms. Arrington 50-00197
                                         Telephone Number: (202) 283-8811
                                         In Reference to: T:EP:RA:T4
HALE & DORR LLP                          Date: 04/23/2002
RICHARD W GIULIANI ESQ
60 STATE STREET
BOSTON, MA 02109


                    ** COPY FOR AUTHORIZED REPRESENTATIVE **


Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees. This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue code. It is not an opinion of the effect of
other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to Employee Plans Determinations in
Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20,
2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made by the
Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act
of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub.
L. 106-554. These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). However, an employer that adopts this plan may rely on this letter with
respect to the qualification of its plan under Code section 401(a), as provided
for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of the
plan must be followed in operation.

Except as provided below, our opinion does not apply with respect to the
requirements of: (a) Code sections 401(a)(4), 401(a) (26), 401 (1), 410 (b) and
414 (s). Our opinion does not apply for purposes of Code section 401 (a)(10)(B)
and section 401 (a)(16) if an employer ever maintained another qualified plan
for one or more employees who are covered by this plan. For this purpose, the
employer will not be considered to have maintained another plan merely because
the employer has maintained another defined contribution plan(s), provided such
other plan(s) has been terminated prior to the effective date of this plan and
no annual additions have been credited to the account of any participant under
such other plan(s) as of any date within the limitation year of this



MFS RETIREMENT INC
FFN: 503A1470001-001
PAGE 2

plan. Likewise, if this plan is first effective on or after the effective date
of the repeal of Code section 415(e), the employer will not be considered to
have maintained another plan merely because the employer has maintained a
defined benefit plan(s), provided the defined benefit plan(s) has been
terminated prior to the effective date of this plan. Our opinion also does not
apply for purposes of Code section 401(a)(16) if, after December 31, 1985, the
employer maintains a welfare benefit fund defined in Code section 419(e), which
provides postretirement medical benefits allocated to separate accounts for key
employees as defined in Code section 419A(d)(3).

Our opinion applies with respect to the requirements of Code section 410(b) if
100 percent of all nonexcludable employees benefit under the plan. Employers
that elect a safe harbor allocation formula and a safe harbor compensation
definition can also rely on an opinion letter with respect to the
nondiscriminatory amounts requirement under section 401(a)(4) and the
requirements of sections 401(k) and 401(m) (except where the plan is a safe
harbor plan under section 401(k)(12) that provides for the safe harbor
contribution to be made under another plan).

An employer that elects to continue to apply the pre-GUST family aggregation
rules in years beginning after December 31, 1996, or the combined plan limit of
section 415(e) in years beginning after December 31, 1999, will not be able to
rely on the opinion letter without a determination letter. The employer may
request a determination letter by filing an application with Employee Plans
Determinations on Form 5307, Application for Determination for Adopters of
Master or Prototype or Volume Submitter Plans.

If you, the master or prototype sponsor, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsor. Individual participants and/or adopting employers
with questions concerning the plan should contact the master or prototype
sponsor. The plan's adoption agreement must include the sponsor's address and
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.

Sincerely yours,

/s/ Paul T. Shultz

Director

Employee Plans Rulings & Agreements