Greetings,

I want acquire (using cash and other considerations) the assets of a not for
profit, 503c type corporation (SELLER).  SELLER was incorporated in
1960 in the State of Texas.  I will create a new "for profit" C type
corporation in the State Texas (BUYER).  BUYER will acquire all major
assets including:
?	a proprietary product offering
?	computer systems
?	assignable contracts
?	member list
?	phone numbers
?	internet domain name
?	SELLER's trademarks
?	etc.

What specific legal and tax issues will SELLER have to deal with
regarding the transaction?  I am looking for specific references to:
1.	legal opinions
2.	federal tax code
3.	legal tax code opinion papers (or citations to these)

All of the above must contain relevant information regarding tax code
and law for this type of transaction.

I do not assume the answer to this will be totally complete as I am
aware that this is only to assist me to further explore this with an
attorney, CPA, etc.

Thank you.


-Lee