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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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