KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
April 7, 2006
ELECTRONIC FILING
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Mr. H. Roger Schwall
Securities and Exchange Commission
Mail Stop 7010
100 F. Street, N.E.
Washington, DC 20549
RE: Atlas America Public #15-2005 Program
Registration Statement on Form S-1
Post-Effective Amendment No. 2 filed April 7, 2006
SEC Registration No. 333-127355
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Dear Mr. Schwall:
This letter is in response to your comment letter dated March 29, 2006
concerning counsel's tax opinion for the above-referenced filing and the
undertakings in Part II of the Registration Statement. Also, all references in
this letter to the Registration Statement or portions thereof are references to
Post-Effective Amendment No. 2 dated April 7, 2006, to the Registration
Statement, which is attached to this letter for filing. For your convenience, we
first restate your comment in italics and then provide our response.
Undertakings, page 4, Part II
1. Revise to include all undertakings required by Item 512 of Regulation
S-K. Note the changes that resulted from Securities Act Reform, Release
No. 34-52056, which became effective on December 1, 2005.
Part II of the Registration Statement has been revised to
include all undertakings required by Item 512 of Regulation
S-K, including the changes that resulted from Securities Act
Reform, Release No. 34-52056.
Exhibit 8
General
2. Investors are entitled to rely on the disclosure in the opinion. Obtain
a new opinion that does not suggest otherwise. We note the statements
on page 1 and 11 suggesting that participants cannot rely on the
opinion. At page 11, for example, the opinion states that it "cannot be
used by any Participant in a Partnership, for the purpose of
establishing his reasonable belief that his tax treatment of any
partnership tax item on his individual federal income tax returns was
more likely than not the proper treatment." Counsel may indicate the
purpose for its opinion, but cannot limit those relying upon it.
Kunzman & Bollinger, Inc.
Mr. H. Roger Schwall
Securities and Exchange Commission
April 7, 2006
Page 2
All statements in the prospectus and counsel's tax opinion,
Exhibit 8 to the Registration Statement, that suggest that
participants cannot rely on counsel's tax opinion for purposes
of establishing their "reasonable belief" under the reasonable
cause exception to the reportable transaction understatement
penalty, including the statements on pages 1 and 11 of
counsel's tax opinion, have been deleted. Counsel was able to
delete those statements, because the participants may rely on
counsel's opinion that the partnerships are not, and should
not be in the future, reportable transactions, in which event
the penalty referred to in those statements would not apply to
the participants.
Summary Discussion of the Federal Income Tax Consequences of an Investment in a
Partnership, page 12
3. It is unclear why counsel refers to this section as a "summary." Obtain
a new letter that clearly identifies the components of counsel's
opinion and that does not suggest that portions of the letter merely
constitute summaries.
The title of the section of counsel's tax opinion letter
entitled "Summary Discussion of the Federal Income Tax
Consequences of an Investment in a Partnership," which begins
on page 12, has been re-titled "Discussion of Federal Income
Tax Consequences." Also, conforming changes have been made
throughout the Registration Statement, including the
prospectus and counsel's tax opinion, Exhibit 8 to the
Registration Statement.
Please contact the undersigned or Wallace W. Kunzman, Jr. if you have
any questions or comments concerning this response.
Very truly yours,
KUNZMAN & BOLLINGER, INC.
/s/ Gerald A. Bollinger
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Gerald A. Bollinger
Enclosure
cc: Ms. Carmen Moncada-Terry
Mr. Timothy Levenberg
Mr. Justin Atkinson
Mr. Jack Hollander