H. Robert Feinberg - Page 9

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               the purpose of assisting prospective purchasers and                    
               their tax advisors in making their own analysis, and no                
               prospective purchaser is entitled to rely upon this                    
               letter.                                                                
          The tax opinion expressly warned that the investment and energy             
          tax credits available to limited partners would be reduced or               
          eliminated if the partnership could not demonstrate that the                
          price paid for the recyclers approximated their fair market                 
          value.  The tax opinion did not purport to rely on any                      
          independent confirmation of the fair market value of the                    
          recyclers.  Instead, the tax opinion clearly relied on Ulanoff’s            
          conclusion that the purchase price to be paid by F&G was fair and           
          reasonable.  The tax opinion also states:  “PI, ECI, F&G, and the           
          Partnership have represented to us that the prices paid by ECI              
          and by F&G and the terms of the Lease were negotiated at arm’s              
          length.”  The tax opinion concludes that the basis to the                   
          partnership upon which the aggregate investment and energy tax              
          credits are to be computed is the price paid by F&G for the                 
          recyclers.                                                                  
          C.  Individuals Involved                                                    
               Petitioner attended New York University, School of Commerce,           
          Accounts, and Finance on a university scholarship and graduated             
          in 3-1/2 years.  He joined the Naval Reserve while attending                
          Harvard Law School during the Korean War and graduated from the             
          law school in 1953.  He then attended Officer’s Candidate School,           
          received his commission, transferred to the Naval Supply Depot,             





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