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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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Last modified: May 25, 2011