                    United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                  ___________

                                  No. 11-1949
                                  ___________

Alicia Shakia Eaton; E.F.D., a minor, *
by Alicia S. Eaton, his mother and    *
legal guardian; S.K.J., a minor, by   *
Alicia S. Eaton, her mother and legal *
guardian,                             *
                                      *
             Appellants,              *
                                      * Appeal from the United States
       v.                             * District Court for the
                                      * District of Minnesota.
Minnesota Attorney General’s Office; *
Hennepin County Attorney’s Office;    * [UNPUBLISHED]
Hennepin County Conciliation Court; *
Nancy Adams, Clerk; Hennepin County *
District Court; John Q. McShane,      *
Judge; Natividad Acevedo,             *
                                      *
             Appellees.               *
                                 ___________

                            Submitted: December 22, 2011
                                Filed: December 28, 2011
                                ___________

Before WOLLMAN, SMITH, and GRUENDER, Circuit Judges.
                           ___________

PER CURIAM.
       Alicia Eaton, on behalf of herself and her two minor children, appeals the
district court’s1 dismissal of their civil-rights complaint for failure to state a claim.
After careful review, we conclude that the district court did not abuse its discretion
in denying leave to amend the complaint, see Popoalii v. Corr. Med. Servs., 512 F.3d
488, 497 (8th Cir. 2008) (standard of review); and that dismissal was proper, see
Federer v. Gephardt, 363 F.3d 754, 757 (8th Cir. 2004) (Fed. R. Civ. P. 12(b)(6)
dismissal is reviewed de novo). Accordingly, we affirm, see 8th Cir. R. 47B, except
that we modify the dismissal of any state-law claims to be without prejudice, see
Labickas v. Ark. State Univ., 78 F.3d 333, 334-35 (8th Cir. 1996) (per curiam).
                        ______________________________




      1
      The Honorable John R. Tunheim, United States District Court for the District
of Minnesota, adopting the report and recommendations of the Honorable Franklin
L. Noel, United States Magistrate Judge for the District of Minnesota.

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