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The POM included a marketing report by Stanley Ulanoff (Mr.
Ulanoff), a marketing consultant and professor, and a technical
opinion by Samuel Z. Burstein, a mathematics professor. The POM
also included a tax opinion by the law firm of Boylan & Evans
concerning the tax issues involved in the plastics recycling
program (general partner opinion). The general partner opinion
was addressed to Richard Roberts (Mr. Roberts), the general
partner of Madison, and stated that it was intended for Mr.
Roberts’s “own individual guidance and for 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 general partner opinion also warned
that the projected investment and energy credits would be reduced
or eliminated if the partnership could not demonstrate that the
price paid for the recyclers approximated their fair market
value. The general partner opinion did not purport to rely on
any independent confirmation of the fair market value of the
recyclers, however. Instead, the opinion relied on Mr. Ulanoff’s
conclusion that the purchase price to be paid by F&G was
reasonable and on representations by PI, ECI, F&G, and Madison
that the prices paid by ECI and F&G and the terms of the lease
were negotiated at arm’s length. The opinion concluded that the
basis upon which the partnership’s aggregate investment and
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