Registration Statement for Securities of a Real Estate Company — Form S-11
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-11 Registration Statement (Series 13) 351 1.11M
2: EX-1 Exhibit 1.1 Dealer Manager Agreement 9 47K
3: EX-1 Exhibit 1.2 Selected Dealers Agreement 7 30K
4: EX-5 Exhibit 5.1 Legal Opinion 1 8K
5: EX-8 Exhibit 8.1 Tax Opinion 3 14K
6: EX-10 Exhibit 10.1 Escrow Agreement 4 20K
7: EX-23 Exhibit 23.3 Consent 1 7K
EX-8 — Exhibit 8.1 Tax Opinion
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LAW OFFICES OF
DERENTHAL & DANNHAUSER LLP
ONE POST STREET, SUITE 575
SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4844
FACSIMILE: (415) 981-4840
April 15, 2005
WNC Housing Tax Credit Fund VI, L.P., Series 13
WNC Housing Tax Credit Fund VI, L.P., Series 14
17782 Sky Park Circle
Irvine, California 92614
Re: Federal Income Tax Consequences
Ladies and Gentlemen:
You have requested our opinion with respect to certain Federal income
tax matters in connection with the transactions contemplated by the prospectus
forming part of the Registration Statement filed with the Securities and
Exchange Commission on or about the date hereof (the "Prospectus"), relating to
the offering of securities of WNC Housing Tax Credit Fund VI, L.P., Series 11
and WNC Housing Tax Credit Fund VI, L.P., Series 12 (individually, a "Series,"
and collectively, the "Fund"). All terms used herein have the respective
meanings set forth in the Partnership Agreements (as that term is defined
below).
We have acted as special tax counsel to the Fund with respect to the
offering of Units. This letter is for delivery in connection with the offering
made by the Prospectus and is intended to confirm as of the effective date of
the Registration Statement certain opinions described in the "Federal Income Tax
Considerations" and "The Low Income Housing Tax Credit" sections of the
Prospectus. This letter and the opinions confirmed herein are for delivery to
the Fund. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Fund and to the reference to this firm in the
Prospectus under the caption "Experts."
In rendering the opinion stated below and confirming the opinions
referred to in the Prospectus, we have examined and relied upon the following:
(i) The Agreement of Limited Partnership dated February 7, 2005 (the
"Partnership Agreement") of each Series;
(ii) The Prospectus and the Registration Statement; and
(iii) Such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinions referred to in this
letter.
For purposes of rendering the opinion stated below and confirming the
other opinions referred to in the Prospectus, we have assumed:
(a) The truth and accuracy of the statements contained in the
Prospectus;
(b) That the Partnership Agreements have not been amended,
restated, or otherwise revised;
WNC Housing Tax Credit Fund VI, L.P., Series 13
WNC Housing Tax Credit Fund VI, L.P., Series 14
April 15, 2005
Page 2
(c) That each Series has been and will be operated at all times
during its existence in accordance with the provisions of its
Partnership Agreement, the description of its organization and
operation contained in the Prospectus, and all applicable
state statutes pertaining to limited partnerships;
(d) In those cases in which we have not been involved directly in
the preparation, execution or the filing of a document, that
(i) the document reviewed by us is an original document, or a
true and accurate copy of the original document, and has not
been subsequently amended, (ii) the signatures on each
original document are genuine, and (iii) each party who
executed the document had proper authority and capacity;
(e) The factual representations, views and beliefs of the General
Partner referred to in the "Federal Income Tax Considerations"
and "The Low Income Housing Tax Credit" sections of the
Prospectus, including, but not limited to, the representation
that the Fund will not elect to be treated as a corporation
for Federal tax purposes under the Treasury Regulations, are
true, correct and accurate;
(f) That neither a Series nor its Partners will elect to be
excluded from the partnership provisions of the Code; and
(g) That the Units are not and will not be (i) listed on an
established securities market, nor (ii) readily tradable on a
secondary market or the substantial equivalent thereof.
Our opinion set forth in this letter and the opinions referred to in
the Prospectus and confirmed below are based upon the California Revised Limited
Partnership Act (Cal. Corp. Code Section 15611, et seq.), the Internal Revenue
Code of 1986, as amended, existing and proposed regulations of the Treasury
Department, reports and statements of Congressional committees and members,
published administrative announcements and rulings of the Internal Revenue
Service, and court decisions, all as of the date of this letter.
For the reasons stated in the "Federal Income Tax Considerations" and
"The Low Income Housing Tax Credit" sections of the Prospectus as discussed
therein, we are of the view that it is not possible for us to reach a judgment
as to the probable outcome (either favorable or unfavorable) of certain Federal
income tax issues and accordingly we give no opinion with respect to said
issues.
Based on the foregoing, we hereby confirm that each of the statements
in the Prospectus in which it is stated that tax counsel has advised the Fund of
an opinion as to the probable outcome of an issue if the issue were fully
litigated in court is our current opinion as to such issue subject to all of the
qualifications, limitations and assumptions relating to such opinion.
The opinions set forth or confirmed above represent our conclusions as
to the application of Federal income tax law existing as of the date of this
letter to the transactions contemplated in the Prospectus, and we can give no
assurance that legislative enactments, administrative changes or court decisions
may not be forthcoming which would modify or supersede our opinions. Moreover,
there can be no assurance that positions contrary to our opinions will not be
taken by the Internal Revenue Service or that a court considering the issues
will not hold contrary to such opinions. Further, all of the opinions set forth
above represent our conclusions based upon the documents and facts referred to
above. Any material amendments to such documents or changes in any significant
facts could affect the opinions referred to herein. Although we have made such
inquiries and performed such investigation as we have deemed necessary to
fulfill our professional responsibilities as tax counsel, we have not undertaken
an independent investigation of the facts referred to in this letter.
WNC Housing Tax Credit Fund VI, L.P., Series 13
WNC Housing Tax Credit Fund VI, L.P., Series 14
April 15, 2005
Page 3
We express no opinion as to any Federal income tax issue or other
matter except those set forth or confirmed above.
Very truly yours,
/s/ DERENTHAL & DANNHAUSER LLP
DERENTHAL & DANNHAUSER LLP
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-11’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed as of: | | 4/18/05 | | | | | | | None on these Dates |
| Filed on: | | 4/15/05 | | 1 | | 3 |
| | 2/7/05 | | 1 |
| List all Filings |
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