Exhibit 23.3

                             CONSENT OF TAX COUNSEL

We hereby consent to the filing of our opinion as Exhibit 8.1 to this
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."

New York, New York

January 30, 2004

                                        /s/ Dorsey & Whitney LLP
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                                        Dorsey & Whitney LLP