Donald A. Robins - Page 5

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          understatement penalty under section 6661 or the valuation                  
          overstatement penalty under section 6659 could apply to the                 
          proposed charitable contributions.  The Memorandum stated that:             
               Investors should be aware, however, that these                         
               penalties exist, and, that the activities in which the                 
               Partnership will engage, and certain of the tax                        
               positions which it intends to take, are of the sort at                 
               which the penalties are directed.  For example, a                      
               substantial charitable deduction will be claimed, the                  
               amount of which is based upon an appraisal.  The value                 
               of the charitable contribution could be the subject of                 
               a valuation dispute, and there is no assurance that the                
               Partnership would ultimately prevail in a dispute on                   
               this issue.  If questioned by the Service, the issue of                
               valuation may be resolvable only by litigation.                        
               The Memorandum warned that "A PROSPECTIVE INVESTOR SHOULD              
          OBTAIN PROFESSIONAL GUIDANCE FROM HIS OWN TAX ADVISOR IN                    
          EVALUATING THE TAX RISKS INVOLVED."  This warning was made                  
          repeatedly throughout the Memorandum.                                       
               The Memorandum also stated that the summary of the Federal             
          income tax consequences "was prepared under the direction of the            
          law firm of Petralia, Webb & Bersani, P.C. * * * which has agreed           
          to make itself available to answer the questions of potential               
          investors, and which will develop, at closing, its opinion of the           
          major tax consequences of an investment".                                   
               Attached as an exhibit to the Memorandum was a copy of the             
          November 1, 1985, purchase and sale agreement between the                   
          partnership's initial general partner and the Institution of                
          Mercy.                                                                      
               After the November 1, 1985, purchase and sale agreement was            





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