LEGAL OPINION FOR LIMITED PARTNERS. All of the partnership agreements require that special legal counsel render an opinion on behalf of the limited partners to Pioneer USA that neither the grant nor the exercise of the right to approve the mergers by the limited partners will adversely affect the tax status of the partnerships. In addition, some of the partnership agreements require an opinion that such an approval will not result in the loss of any limited partner's limited liability. For some partnerships, the counsel designated to render the opinion must be counsel other than counsel to Pioneer USA or the partnerships. In all cases, the designated counsel and the legal opinion must be approved by the limited partners. Pioneer USA has retained of Dallas, Texas for the purpose of rendering this legal opinion on behalf of all of the limited partners to Pioneer USA. The merger proposals include an approval of that counsel and the form of its opinion. See "The Special Meetings -- Time and Place; Purpose" on page 39 of this document. A copy of the opinion is attached as an exhibit to the merger proposals. DISTRIBUTION OF CASH PAYMENTS Upon completion of the mergers, the partners will have no continuing interest in, or rights as partners of, any participating partnership. The transfer books of each participating partnership will be closed on the closing date of the mergers. All partnership interests in the participating partnerships will cease to be outstanding, will automatically be cancelled and retired, and will cease to exist. The certificates previously representing partnership interests in participating partnerships held by record partners will represent only the right to receive cash. We intend to mail checks to the partners of record promptly following the effectiveness of the mergers in payment of the merger values. Partners will not be required to surrender partnership interest certificates to receive the cash payment.
