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You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling request are: (i) in an earlier return of any of the taxpayers or a related person; (ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return of any of the taxpayers or a related person; (iii) under objection by any of the taxpayers or a related person; (iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... In connection with the DC Sub share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC Sub New Common Shares and the DC Sub Special Shares will not exceed the paid-up capital of the DC Sub Common Shares immediately prior to the DC Sub share exchanges. ... In connection with the DC share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC New Class B Shares and the DC Special Shares will not exceed the paid-up capital of the DC Class B Shares immediately prior to the DC share exchanges. ...

To the best of your knowledge and that of each of the taxpayers, none of the issues involved in this ruling request is: 1. in an earlier return of any of the taxpayers or a related person; 2. being considered by a tax services office or taxation centre in connection with a previously filed tax return of any of the taxpayers or a related person; 3. under objection by any of the taxpayers or a related person; 4. before the courts; or 5. the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... Pursuant to the amalgamation agreement: (a) all of the property (except amounts receivable from a predecessor corporation or shares of the capital stock of a predecessor corporation) of the predecessor corporations immediately before the merger became property of DC2 by virtue of the merger; (b) all of the liabilities (except amounts payable to a predecessor corporation) of the predecessor corporations immediately before the merger became liabilities of DC2 by virtue of the merger; (c) the shares of Predecessor 1 and Predecessor 2 were cancelled without any repayment of capital in respect of those shares; and (d) shares of the capital stock of DC2 were issued to the shareholders of Predecessor 1 and Predecessor 2 in connection with the amalgamation. 47. ... A look-through approach will not be adopted in respect of its shares of US Co, because Partnership 1 and Partnership 2 have less than a XXXXXXXXXX% interest in the company, and do not otherwise have the ability to exercise significant influence over the company; (k) DC2 has more than five full-time employees in its rental business, and does not carry on a specified investment business; therefore, DC2's revenue-producing real properties and its land under development, or held for future development, as revenue-producing real properties (including DC2's interest in any such properties held directly or indirectly through various unincorporated joint ventures or tenancy in common arrangements) will be classified as business properties; (l) each of Partnership 1's and Partnership 2's revenue-producing real properties and land under development, or held for future development, as revenue-producing real properties (including their respective interests in any such properties held directly or indirectly through various unincorporated joint ventures or tenancy in common arrangements) will be classified as investment properties since (i) the rental business of Partnership 1 and Partnership 2 is carried out by the employees of DC2, (ii) Partnership 1 and Partnership 2 do not directly employ more than five full-time employees, and (iii) Partnership 1 and Partnership 2 could not reasonably be expected to require more than five full-time employees in carrying on its respective rental business; and accordingly each of Partnership 1 and Partnership 2 carry on a specified investment business; (m) each of XXXXXXXXXX Co, XXXXXXXXXX Co, XXXXXXXXXX Co, and XXXXXXXXXX do not employ more than five full-time employees, and could not reasonably be expected to require more than five full-time employees, in carrying on its respective XXXXXXXXXX business, and accordingly carry on a specified investment business; therefore, each of XXXXXXXXXX Co, XXXXXXXXXX Co, XXXXXXXXXX Co, and XXXXXXXXXX will classify its respective XXXXXXXXXX as an investment property; (n) to the extent that any revenue-producing real property owned by DC2, which has been held as capital property, is listed for sale to an arm's length party (where such property is to be disposed of regardless of the Proposed Transactions) such property will be classified as business property; (o) advances to related persons will be considered cash or near-cash property, except any amounts receivable from any corporation or partnership over which DC2 has the ability to exercise significant influence; (p) advances to employees, if any, will be considered cash or near-cash property; (q) in connection with a mortgage payable that will mature within 12 months of the date of the transfers of property described in Paragraph 100, only that part of the mortgage payable which is certain to be paid off within the succeeding twelve month period will be treated as the current portion of a long term debt; (r) demand lines of credit, other demand bank loans and short-term banker's acceptances payable, which are secured by a general assignment of book debts and by a floating debenture over certain assets of DC2, will be treated as current liabilities; and (s) rental and other deposits are considered to be liabilities for the purposes of the Proposed Transactions to the extent that the amount of such deposits gives rise to a legal obligation to repay such amount, should the amounts not be offset against future rental or other liabilities of the particular tenant. 98. ...