Lowell L. and Marilyn A. Robertson - Page 32




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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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