Sharon Lee Bartlett, F.K.A. Heitzman - Page 14

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               The Coburn report itself mentioned “Stonehurst Energy” once,           
          on the first page, in a typeface different from the remainder of            
          the report.  In the same paragraph, the last sentence, which                
          claimed that a projection of the future net revenue of a notional           
          well drilled in Bartlesville Sand was included in the report, was           
          also in a typeface different from the rest of the report.  The              
          report contained no projection of future revenue from a notional            
          well.  It included only a “pro-forma” projection of production              
          from a notional well from 1980 to 1994.  The typeface of the                
          address for Stonehurst on the cover letter signed by Coburn is              
          also different from the typeface of the rest of the letter.                 
               f.  The Meserve Firm Federal Tax Opinion Letter                        
               The Meserve firm wrote a letter to Freemond, which was                 
          reproduced in the Memorandum (“opinion letter”), expressing legal           
          opinions on various tax issues.  The Meserve firm was counsel to            
          Craig, Wind River, and all their affiliates.   The Meserve firm             
          was to receive an overriding royalty of an undisclosed percentage           
          of production as its fee for legal services.  Additionally,                 
          certain partners and associates of the Meserve firm purchased an            
          additional overriding royalty of “less than one half of one                 
          percent.”  The opinion letter asserted that, based upon the                 
          Coburn report, Stonehurst had economic substance because the                
          economic projections showed that the:                                       
               oil and gas reserves expected to be produced are                       
               adequate to fully pay any Minimum Annual Royalties                     
               incurred and to return a profit to investors.  The                     
               Partnership therefore anticipates a profit independent                 



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