               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                           No. 02-10529
                         Summary Calendar



BAKER FARMS, INC.,

                                         Plaintiff-Appellant,

versus

JEOFFREY HULSE; RONNY GALLAGHER; ANDREW SANSOM,

                                         Defendants-Appellees.

                      --------------------
          Appeal from the United States District Court
               for the Northern District of Texas
                     USDC No. 5:01-CV-315-C
                      --------------------
                        October 23, 2002

Before BARKSDALE, DeMOSS, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     Baker Farms, Inc. (“BFI”) appeals the district court’s

dismissal of its claim pursuant to FED. R. CIV. P. 12(b)(1) for

lack of subject matter jurisdiction.   BFI argues that the

district court erred in failing to accept the allegations of its

complaint as true.

     When a motion to dismiss for lack of subject matter

jurisdiction is based on the face of the complaint, the court


     *
        Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.
                            No. 02-10529
                                 -2-

must accept the allegations in the complaint as true.      Williamson

v. Tucker, 645 F.2d 404, 412 (5th Cir. 1981).   However,

“conclusory assertions or legal conclusions masquerading as

factual conclusions will not suffice to prevent a motion to

dismiss.”   Fernandez-Montes v. Allied Pilot’s Ass’n, 987 F.2d

278, 284 (5th Cir. 1993).

     BFI’s argument is based on the district court’s finding that

the existence of certain easements was disputed.    BFI asserted

that the easements came into legal existence by prescription in

favor of its leased land.   This is a legal conclusion

masquerading as a factual conclusion and as such, the court was

not obliged to accept it as true.   The district court did not err

in failing to take BFI’s legal conclusions as true facts.

     BFI argues that the district court improperly determined

that the State of Texas is the real party in interest to this

suit, thus barring the suit under the Eleventh Amendment.     The

State of Texas owns the land on which BFI alleges to have a

property interest in easements.   BFI sued three State of Texas

officials rather than the State itself.

     Where a plaintiff invokes federal jurisdiction to quiet

title to sovereign lands, the suit is against the State.     Idaho

v. Coeur d’Alene Tribe, 521 U.S. 261, 296 (1997).    A federal

court may not adjudicate a State’s interest in property without

the State’s consent.   Ysleta Del Sur Pueblo v. Laney, 199 F.3d

281, 289 (5th Cir. 2000).
                            No. 02-10529
                                 -3-

     Since BFI sought to adjudicate limitations of the State of

Texas’ interest in its property, its suit was barred by the

Eleventh Amendment.    The district court did not err in dismissing

the case, as it was without authority to hear it absent the State

of Texas’ consent.    The order of the district court dismissing

the case is AFFIRMED.
