Ira S. Greene and Robin C. Greene - Page 18

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          learn or properly evaluate important facts about Resource or the            
          Plastics Recycling transactions in general that were disclosed in           
          the offering memorandum, we are not convinced that he carefully             
          reviewed the offering memorandum, or that he placed a great deal            
          of reliance, if any, upon the representations therein.                      
              The Resource offering memorandum disclosed 8 tax and 12                
          business risk factors associated with an investment in Resource.            
          With respect to the opinion letter of counsel, the offering                 
          memorandum stressed that "prospective investors are not permitted           
          to rely upon the advice contained therein", and that "OFFEREES              
          MUST RELY UPON THEIR OWN PROFESSIONAL ADVISERS WITH RESPECT TO              
          THE TAX BENEFITS AND TAX RISKS RELATING TO AN INVESTMENT IN THE             
          PARTNERSHIP."  The offering memorandum also warned that there was           
          a substantial likelihood of audit and that "THE PURCHASE PRICE OF           
          THE SENTINEL RECYCLERS TO BE PAID BY F & G [CORP.] * * * WILL               
          PROBABLY BE CHALLENGED * * * AS BEING IN EXCESS OF THE FAIR                 
          MARKET VALUE THEREOF".  The import of this particular tax risk              
          factor was explained in the next paragraph as follows:  "Such               
          purchase price is the basis for computing the regular investment            
          and energy tax credits to be claimed by the Partnership."                   
               Among the disclosed business risk factors were the                     
          following:  (1) The Partnership had no operating history; (2)               
          management of the Partnership's business was dependent upon the             
          general partner, who had no experience in marketing recycling               
          equipment and who was required to devote only such time to the              




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