OPINION
LUONGO, District Judge.
This controversy centers around a loan participation agreement between the Provident National Bank (Provident) and the Frankford Trust Company (Frankford). The complaint enumerates five grounds for relief: (1) violations of the federal securities laws, specifically, sections 12 and 17(a) of the Securities Act of 1933 (15 U.S.C. §§ 77l, 77q(a) (1976)), sections 10(b) and 29(b) of the Securities Exchange Act...
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