Jeffrey I. and Roberta H. Stone - Page 31

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          associated with the Partnership.  The tax opinion letter was                
          addressed solely to the general partner and contained 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.]                                     
          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.  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.                           
               Petitioners also argue, in general terms, that they were               
          reasonable in claiming the deductions and credits related to the            
          Partnerships because of rising oil prices in the United States in           
          1981.  In support of this argument, petitioners testified that              
          the conventional wisdom at the time was that oil prices would               
          rise; petitioners also placed into the record several articles              
          from Modern Plastics and an energy projections report from the              
          U.S. Department of Energy (DOE), all published in the years 1980            
          and 1981.  Petitioners also cite Krause v. Commissioner, 99 T.C.            
          132 (1992), affd. sub nom. Hildebrand v. Commissioner, 28 F.3d              



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