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In their testimony, petitioner and the other unit-
holders paint a picture of a close-knit group of partners
in a major national accounting firm joining together to
investigate and negotiate an investment in computer
equipment that was the subject of the sale-leaseback
transaction described above. Under this view of the facts,
one of petitioner's fellow unitholders, Mr. James Crumlish,
negotiated the terms of the purchase of the computer
equipment, including an appraisal of the equipment by an
independent appraiser and a tax opinion. Petitioner and
his fellow unitholders then relied upon the professional
expertise of various members of the group to "corroborate"
the economic benefits and tax consequences of the
investment described in the Investment Memorandum,
Appraisal, Projections, and Tax Opinion.
Petitioners argue that they relied upon the Tax
Opinion supplied by the seller, the tax advice of
Mr. Gerver, and the expertise of other partners of the
accounting firm, such as Messrs. William Atkins and Charles
Biggs. Petitioners assert that Messrs. Atkins and Biggs
were responsible for reviewing and corroborating the value
and the useful life of the computer equipment to be
purchased, and that Mr. Gerver and others were responsible
for reviewing the Tax Opinion and corroborating the tax
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