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8 Oct. 92 Called. Exempt

10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO

10/6/92 Agreed with conclusion in letter. In hypothetical on page 2, the business justification for the spin off is that A only wants to purchase certain assets of subsidiary Y. The substance of the...

I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...

For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...

Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...

9/25 - Talked to the writer. Indicated that I concurred with his analysis that the acquisition of voting securities by B of As voting securities from LP1 was exempt under (c)(4).

9/25 Called and confirmed that this letter reflects the advice given; also confirmed that the financial statement of 1/3/192 is one of a series of such statements and that such statements are and have...

Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...

Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.

This is an acquisition of rights in and to unproductive property and assets incidental to real property for $20 MM – exempt under (c)(1); called (redacted) 9-9-92; Tom Hancock and Richard Smith concur

See File #9208011 for original letter

Contacted (redacted). Informed him that we (including R Smith) agree with conclusion, specifically 1. actual adjusted price is the consideration 2. A is merely acting as an “agent” for C & D.

I concur with this letter; call (redacted) 8-28-92

The Investment Advisor/Manager is the general partner of the three partnerships. Pursuant to the partnership agreements, the General Partner has what appears to be certain indicia of beneficial...

8/19/92. Based on the fact scenario set forth in this letter, and the assumed correctness of the legal research, I advised (redacted) that John Sipple and I were of the view that Company X could...