Lowell L. and Marilyn A. Robertson - Page 30




                                       - 30 -                                         
                  leases of such equipment and may indicate that                      
                  the anticipated residual value will not be                          
                  realized.  In this regard, we have assumed that,                    
                  as set forth in the Subscription Agreement, each                    
                  of the Unitholders is investing in the Trust with                   
                  a reasonable expectation of making a profit from                    
                  his investment.  For purposes of the analysis                       
                  that follows, we have assumed that the Appraisal                    
                  is reasonable given all the facts and circum-                       
                  stances.  [Emphasis added.]                                         

                  The fact that "the current fair market value of the                 
             Equipment is at least equal to the purchase price to be                  
             paid by the Trust" is essential to Austrian, Lance &                     
             Stewart's "understanding" concerning the reasonableness                  
             of earning an "economic profit" from the transaction as                  
             set out in the Tax Opinion as follows:  "It is our under-                
             standing that: * * * (ii) the Unitholders can reasonably                 
             expect to earn an economic profit from the Transaction                   
             based upon the Appraisal and the anticipated cash flow                   
             during and after the terms of the Lease".  This fact is                  
             also essential to Austrian, Lance & Stewart's conclusion                 
             that the amount of the Trust Note will be included in the                
             unitholders' basis in the equipment, expressed in the Tax                
             Opinion in the following passage:                                        
                       Based upon our review of the proposed                          
                  documents set forth above and our reliance upon                     
                  the Appraisal indicating the fact that the                          
                  Equipment will be sold by Seller for an amount                      
                  not in excess of its then fair market value, we                     
                  do not believe that there is a reasonable basis                     
                  for concluding that the Service could success-                      
                  fully apply the principles of Marcus, May or the                    





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