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e have audited the accompanying
balance sheets of the NORTHERN STATES FINANCIAL CORPORATION
as of December 31, 2005 and 2004, and the related statements
of income, stockholders’ equity, cash flows and comprehensive
income for each of the three years in the period ended
December 31, 2005. These financial statements are the
responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements
based on our audits.
We conducted our audits in
accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles
used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial
statements referred to above present fairly, in all
material respects, the financial position of the NORTHERN
STATES FINANCIAL CORPORATION as of December 31, 2005
and 2004, and the results of its operations and its
cash flows for each of the three years in the period
ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.

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