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TAX RISKS RELATING TO AN INVESTMENT IN THE PARTNERSHIP." The tax
opinion letters accompanying the Empire and Plymouth offering
memoranda were addressed solely to the general partner and began
with the following opening 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 their
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'
tax advisors in making their own analysis and not to
permit any prospective investor to rely upon our advice
in this matter. [Emphasis added.]
The tax opinion letter accompanying the Foam offering memorandum,
addressed solely to Roberts, similarly states: "[T]his letter is
intended for your own individual guidance and for the purpose of
assisting prospective purchasers and their tax advisors in making
their own analysis, and no prospective purchaser is entitled to
rely upon this letter." Accordingly, the tax opinion letters
expressly indicate that prospective investors such as petitioners
were not to rely upon the tax opinion letter. See Collins v.
Commissioner, supra at 1386. The limited, technical opinions of
tax counsel expressed in these letters were not designed as
advice upon which taxpayers might rely and the opinions of
counsel themselves so state.
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