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In the consolidated cases before us, however, petitioner's
testimony indicates that he and his wife did not carefully read
the offering memoranda and therefore did not place a great deal
of reliance, if any, upon the tax opinion letter attached
thereto. 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 SAB Recovery and SAB 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 an
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'
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, the tax opinion letters expressly indicate 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 expressed in these
letters was not designed as advice upon which taxpayers might
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