CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 65

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               In connection with its involvement in the second lease strip           
          deal, petitioner did not obtain an outside appraisal as to the              
          value of the over lease residual interests in the K-Mart and                
          Shared equipment or tax advice regarding that deal from an                  
          independent, qualified tax adviser.  Crispin and Hughes analyzed            
          the second lease strip deal, and Hughes prepared an analysis of             
          the value of the over lease residual interests before CMACM’s               
          entering into its transaction with CAP.  Hughes, in valuing the             
          over lease residual interests, considered an earlier appraisal              
          report (the Marshall & Stevens appraisal) on the master lease               
          residual interests in the K-Mart, Shared, and other equipment               
          that was done by Ralph Page of the firm of Marshall & Stevens and           
          furnished it to CFX.                                                        
               Late in 1994 and in early 1995, petitioner, Crispin, and               
          others obtained and used the following items in the marketing of            
          the first lease strip deal to CFX:  (1) The Marshall & Stevens              
          appraisal; (2) another similar appraisal report on the master               
          lease residual interests done by the firm of Murray, Devine & Co.           
          that was also furnished to CFX (the Murray, Devine appraisal);              
          and (3) the tax opinion issued to CFX by the law firm Thacher               
          Proffitt & Wood, as CFP’s counsel (the Thacher Proffitt tax                 
          opinion).  Petitioner and Crispin were familiar with the IRS’s              
          October 30, 1995, issuance of Notice 95-53, 1995-2 C.B. 334,                
          warning that the Commissioner would challenge and disallow on               






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