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reprinted herewith as appendix B, we have added a column
entitled "1990(D)" which shows the computation of that
amount. We also note that there is no evidence that any
of the unitholders considered the after-tax return to the
Trust assuming that the Trust realized no contingent rents
or proceeds from the sale of the equipment upon expiration
of the master leases.
Tax Opinion
Petitioner and the other unitholders claim to have
negotiated for and relied upon the Tax Opinion letter
written by Austrian, Lance & Stewart to the Trustee that
was attached as an exhibit to the Investment Memorandum.
The Tax Opinion states that, in the opinion of Austrian,
Lance & Stewart, "it is more likely than not that": (1)
The Trust will be classified as a trust for Federal income
tax purposes; (2) the master leases should not preclude the
unitholders from being considered the owners of the equip-
ment; (3) the unitholders' aggregate income tax basis in
the computer equipment will be its purchase price
represented by the cash downpayment and the face amount of
the Trust Note; and (4) each unitholder will be "at risk"
in an amount equal to his contributions when made plus the
share of the Trust Note for which he is personally liable.
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