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factors on which Austrian, Lance & Stewart based their
opinion that the unitholders would be considered the owners
of the equipment. Furthermore, it is an important fact in
Austrian, Lance & Stewart's opinion that the Trust Note
would be included in the unitholders' basis in the equip-
ment. However, as discussed above, Mr. Wilkins fails to
set forth the residual value of the computer equipment as
of the end of the master leases in the Appraisal.
Third, the Tax Opinion relies upon the Appraisal to
establish "the anticipated cash flow during and after the
term of the [Master] Lease." In addressing the issue of
whether the unitholders would be considered the owners of
the equipment, the Tax Opinion discusses whether the lease
transaction would be recharacterized as a conditional sale
of the equipment to the lessee or whether the Trust had
retained a sufficient interest in the leased equipment to
entitle it to depreciation deductions. In concluding that
the leases "should not preclude the unitholders from being
considered the owners of the Equipment", the Tax Opinion
states the following as one of six factors on which that
conclusion is predicated:
the decision to acquire the Equipment has been
made in reliance upon the Appraisal from an
expert of the view that the Equipment would have
a useful life beyond the end of the [Master]
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