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Mr. W* R. Rouse 3. April 2, 1952 they therefore cannot he deemed to be conclusive with re­spect to the two questions above mentioned which are pre­sented by Section 23(q}(l), For that reason and for the reason that there is some lack of uniformity in the var­ious decisions having a bearing upon these questions it is impossible for me to answer these questions categor­ically. However I have examined a large number of deci­sions of our Federal Courts and of the courts of the var­ious states and have reached the conclusion that our Fed­eral Courts would probably hold: (1) That the Las ¥egas Water District is a political subdivision of the State of llevada and (2) Ithe transfer of the water production and distribution facilities of the Railroad and the Water Company to that District would be for exclusively public purpos­es. In spite of these conclusions I believe that it would be unwise for the Company to act on the opinion of counsel without attempting to protect itself against unfavorable tax consequences by obtaining a prior commitment from the Commissioner of Internal Revenue as to the right to deduct from gross income the market value of the property prior to the transfer thereof to the District. One course of ac­tion would he to obtain a ruling from the Commissioner which might be adhered to. However I call your attention to the fact that a ruling by the Commissioner does not necessari­ly preclude the Commissioner from taking a later inconsist­ent position and assessing a deficiency against the taxpay­er. Knapp-Monarch Co. v. Commissioner, 139 Fed. 2d 863. As pointed out in this case, the only certain way to protect a- gainst possible tax liability is to obtain a binding clos­ing agreement with the Government under Section 3760 of the Internal Revenue Code. ? I realize that such closing agree­ments are frequently difficult to obtain and take consider­able time. However it is my understanding that in appro­priate cases closing agreements are entered into with re-