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additions to tax. Petitioners point out that the taxpayer in
that case relied in part upon a tax opinion contained in the
offering materials.
In the consolidated cases before us, however, petitioners'
purported reliance on the tax opinion letter is undermined by
their indifference to the numerous caveats and warnings
highlighted throughout the offering materials. Moreover, the
offering memoranda for the Partnerships herein warned prospective
investors that the accompanying tax opinion letters were not in
final form and were prepared for the general partner, and that
prospective investors should consult their own professional
advisers with respect to the tax benefits and tax risks
associated with the Partnerships. The tax opinion letters
accompanying the Clearwater and Poly Reclamation offering
memoranda were addressed solely to the general partner and began
with the following opening disclaimer:
This opinion is provided to you for your individual
guidance. We expect that prospective investors will
rely upon their own professional advisors with respect
to all tax issues arising in connection with their
investment in the Partnership and the operations
thereof. We recognize that you intend to include this
letter with your offering materials and we have
consented to that with the understanding that the
purpose in distributing it is to assist your offerees'
tax advisors in making their own analysis and not to
permit any prospective investor to rely upon our advice
in this matter. [Emphasis added.]
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