This warning does my head in.
I have a project with six configurations - each configuration uses a different version of a particular referenced DLL, and so the references are conditional (by hacking the project file, as I cannot find a way to do it through the VS GUI).
The five references that are not used for the current configuration, despite being present on disk, are always displayed with an exclamation mark in the GUI, and this warning (which does not appear to have a warning ID) is displayed.
I would love to be able to "fix" Visual Studio so that it could determine that due to the configuration currently being built, it is irrelevant that this reference may or may not be present (even though it is present).
Seriously, sometimes Microsoft's obtuseness drives me up the wall.