Bruce and Lois Zenkel, et al. - Page 55

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          Recycling offering memoranda were addressed solely to the general           
          partner and began with the following 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.]                              
          A similar disclaimer appears in the tax opinion letter                      
          accompanying the Scarborough offering memorandum.  (The copy of             
          the Phoenix offering memorandum submitted into the record of                
          docket No. 19760-89 is missing page 1 of the tax opinion letter,            
          the page that contains the opening disclaimer).  Accordingly, the           
          tax opinion letters expressly indicate that prospective investors           
          such as petitioners were not to rely upon the tax opinion                   
          letters.  See Collins v. Commissioner, 857 F.2d at 1386.  The               
          limited, technical opinion of tax counsel expressed in these                
          letters was not designed as advice upon which taxpayers might               
          rely and the opinion of counsel itself so states.                           
               4.  Miscellaneous                                                      
               The parties in these consolidated cases stipulated that the            
          fair market value of a Sentinel EPE recycler in 1981 and 1982 was           
          not in excess of $50,000.  Notwithstanding this concession,                 
          petitioners contend that they were reasonable in claiming credits           





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