Sample | Tax Opinion Letter

The purpose is to confirm that, in the opinion of counsel, the tax benefits will be available, but it carries the caveat that the opinion is based on a "solid review" of facts and law (i.e., more rigorous than a "standard" review but short of a "should" or "will" opinion under tax shelter rules). ATTORNEY-CLIENT COMMUNICATION

Federal Income Tax Opinion – Solid Review Project: Riverfront Apartments (LIHTC Transaction) Taxpayer: Riverfront Housing Associates, LP sample tax opinion letter

[Partner Name] [Title] [Date]

Section 42(g)(2)(D) provides a “vacancy allowance” for temporarily vacant units. The Partnership’s rent-up procedures are standard for the industry. While a prolonged vacancy could cause a violation, the GP’s history of successful projects (verified by us) makes this risk immaterial. The purpose is to confirm that, in the

The most significant factual issue is the calculation of “eligible basis.” The HFA has certified costs of $10 million. We have reviewed the cost certifications and find that they exclude ineligible costs (e.g., swimming pools, commercial space) as required by Reg. § 1.42-5. There is no evidence of “wash sales” or inflated contractor fees. Conclusion: With solid factual support, the claimed basis should survive IRS scrutiny. While a prolonged vacancy could cause a violation,

You have requested our opinion as tax counsel regarding certain federal income tax matters pertaining to the above-referenced taxpayer (the “Partnership”) and its proposed investment in the Riverfront Apartments project (the “Project”). Specifically, you have requested our opinion as to the eligibility of the Project for Low-Income Housing Tax Credits (“LIHTCs”) under Section 42 of the Internal Revenue Code of 1986, as amended (the “Code”), and the likelihood that such credits will be available to the Partnership.