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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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