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purpose in distributing it is to assist your offerees'
and their tax advisors in making their own analysis and
not to permit any prospective investor to rely upon our
advice in this matter. [Emphasis added.]
Accordingly, both the offering memoranda and the tax opinion
letter expressly and unambiguously indicated that prospective
investors such as petitioners were not to rely upon the tax
opinion letter. See Collins v. Commissioner, supra. The
limited, technical opinion of tax counsel in these cases was not
designed as advice upon which taxpayers might rely and the
opinion of counsel itself so states.
4. Miscellaneous
Petitioners' reliance on Reile v. Commissioner, T.C. Memo.
1992-488, and Davis v. Commissioner, T.C. Memo. 1989-607, is
misplaced. This Court declined to sustain the negligence
additions to tax in those cases for reasons inapposite to the
facts herein. In the Davis case, the taxpayers reasonably relied
upon a "trusted and long-term adviser" who was independent of the
investment venture, and the offering materials reviewed by the
taxpayers did not reflect the inexperience of those who were
responsible for the venture. In the Reile case, the taxpayers, a
married couple, had only one year of college between them and
characterized themselves as financial "dummies." In contrast to
those cases, petitioners herein are well educated and remarkably
sophisticated and successful corporate executives. Becker and
Miller were not long-term advisers of petitioners, nor were they
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