Dennis A. Harris Esq.

**** *** ******, ********* *****, Ca. 90266

H: 310-***-**** ang93f@r.postjobfree.com C: 310-***-****

• Experienced tax attorney and real estate executive.

• Authored more than $1.2 billion of tax opinions relating to various tax exempt issues.

• Negotiated numerous tax driven real estate loan agreements throughout the US on behalf of large pension advisors.

• Participated in designing the tax strategy relating to the sale, for $300 million, of a privately held US manufacturer with significant foreign operations.

• Orchestrated the due diligence effort for the acquisition of a large regional developer by a publicly traded home builder for $400 million.

• Structured the tax aspects of numerous motion picture tax shelter offerings by major studios.

• Designed the tax vehicle for high net worth Chinese investors’ acquisition of $100 million of US real property.

• Constructed the tax plan for the corporate separation of US developer from foreign parent.

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Griffin Industries 2009 – Present

Senior Vice President

Land development, homebuilding and income properties.

• Responsible for the financial “reinvigoration” of century old, family owned real estate company.

• Identified equity and debt sources in excess of $60 million to participate with respect to the acquisition of Company projects and other distressed asset opportunities.

OnTerra Partners 2008 – 2009

Managing Director

Private equity, real estate opportunity fund.

• Co-managed the establishment of ONEX Corporation’s (Toronto Stock Exchange: OCX) western US real estate opportunity platform, with initial unlevered capital commitment of $200 million.

• Reviewed more than $4 billion of potential real estate opportunities in California, Nevada and Arizona.

S.K.Y Management LLC 2003 – 2007

President, CFO, General Counsel

Land development, farming, homebuilding and income properties.

• Directed the tax analysis relating to the conversion of $200 million of ordinary income to capital gain.

• Responsible for the annual tax planning of this multi-tiered, foreign owned, real estate development company.

• Developed the tax position of re-characterizing $20 million of expiring NOL’s as passive losses.

• Coordinated the tax planning efforts to minimize US tax impacts associated with significant levels of compensation paid to foreign officers.

• Supervised the development of an estate plan for a foreign national with significant US real estate holdings involving a “freeze” of US values at $250 million.

• Negotiated major financing transactions, including the establishment of more than $300 million in construction financing.

• Increased owner’s net equity in agricultural land holdings from $15 million to more than $400 million through residential and commercial entitlement and development efforts.

Pircher, Nichols & Meeks 2001-2003

Of Counsel

Real estate and federal income tax specialist.

• Directed the underwriting and evaluation of public builder’s $400 million acquisition of private regional homebuilder.

• Participated in various commercial transactions, including the negotiation of limited liability operating agreements, land sale/exchange agreements for master planned communities, employment agreements, settlement agreements, and commercial management and leasing agreements.

• Negotiated and reviewed numerous loan and financing transactions relating to commercial, retail and residential properties.

• Structured and closed the tax advantaged sale of motion picture service entity to major film company for more than $60 million.

• Responsible for “book” of more than $500K in annual fees.

K. Hovnanian Companies of California 1999- 2001

President, Inland Empire

Residential land development and homebuilding.

• Responsible for the overall financial performance of the division’s largest region, including 10 subdivisions totaling 1600 lots, with more than 200 employees.

• Led corporate land acquisitions, land sales and investor relations. Responsible for developing companywide standardized methodology for underwriting and evaluating land acquisitions.

• Responsible for direction of the division’s general counsel.

• Participated in the evaluation of tax aspects of various real estate financing relationships.

• Negotiated more than $100 million of “off balance sheet” financing transactions.

First City Properties (a/k/a Alper Development) 1990 – 1999

President, CFO, General Counsel

Land development, homebuilding and income properties.

• Executed the successful turnaround of this 40 year old, 250 employee, multi-state real estate company, controlled by the Canadian Belzberg family (subsequently Mexican Peralta family), following successful confirmation of Chapter 11 restructuring.

• Responsible for directing long term tax strategies, as well as annual tax planning for this multi-state developer.

• Reestablished banking and bonding relationships; negotiated $150 million of construction financing commitments with multiple lenders within a 12 month period.

• Structured and implemented the tax advantaged sale of 8000 apartment units to one of the country’s largest REITs.

• Attained more than $80 million in annual revenue, managed assets in excess of $400 million throughout the US and restructured (defeased) $40 million in public bond debt.

• Resolved more than $250 million in litigation exposure.

• Negotiated substantial modifications to the mitigation requirements of the Company’s various communities, including Hunter’s Ridge, the Company’s 2400 unit masterplan. Sold more than 4000 residential lots.

Rudin & Appel 1987 – 1990

Of Counsel

Federal income tax and real estate specialist.

• Authored more than $1.2 billion of tax opinions relating to various tax exempt issues.

• Negotiated numerous tax driven real estate loan agreements throughout the US, on behalf of large pension advisors.

• Participated in designing the tax strategy relating to the sale of a privately held US manufacturer with significant foreign operations for $300 million.

• Responsible for implementing the tax aspects of complex “option”/ “sale” transaction relating to major Wilshire Boulevard office building valued at $350 million.

• Structured the multi-property exchange of various real property assets to accomplish assemblage of parcel for high rise Marina Del Rey condominium development.

• Assisted in negotiating, developing the optimum tax minimization plan and completing the separation of large regional apartment house developer from its publicly traded financial partner.

Pacht, Ross, Warne, Bernhard & Sears, Inc. 1974 - 1984

Shareholder

Federal income tax specialist.

• Developed “book” of more than $1 million in annual billings at this 100+ lawyer general practice firm.

• Specialized in all areas of tax planning and dispute resolution with emphasis on partnerships, “C” and Subchapter “S” corporations, high net worth individuals, major studio film financing and foreign taxation.

• Structured the tax aspects of numerous motion picture tax shelter offerings by major studios.

• Designed the tax vehicle for high net worth Chinese investors’ acquisition of $100 million of US real property.

• Primary attorney for large western US banking and real estate lending group, including two (2) savings and loans and regional bank.

• Structured and negotiated a number of professional athlete contracts for LA Rams and LA Kings.

• Responsible for many corporate, partnership and high net worth individuals’ annual tax planning.

• Assisted in the Federal District Court trial (to decision) of multi-million dollar “in kind” charitable deduction.

• Assisted in the pretrial preparation of various Tax Court cases.

• Processed numerous federal and state audit matters.

EDUCATION

Loyola Law School

LLM (Taxation), with distinction (2009)

JD, magna cum laude (3rd/327 class standing)

University of Southern California

Master of Business Taxation

Master of Science Business Administration (Taxation)

Master of Business Administration

Bachelor of Science

State Bar of California – Active

Publications and Speaking Engagements

USC Tax Institute and other Tax Symposiums

Previous Licenses and Certifications

Certified Specialist in Taxation Law

California Board of Legal Specialization

Securities Licenses - Series 24 and 7

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