I don't have VS2008/2005 and when I open the project, it fails to convert it.

Nevermind. I was starting VS using an account that has Admin rights.

But, I had to Right Click on VS2010, and choose "Run as Administator" to get it to work properly. I'm not sure why that is??

Because you need elevation to modify certain file types in the folders where you installed it. You can make VS run automatically as administrator, but you will still get that pop-up asking to confirm