Ownership by Contributed Capital vs by Tax Capital Accounts in small syndications

[Gary Fox]

Found this site looking for a JD or CPA (or JD/CPA) to answer one question.  Sole manager for these (small, < 2.5M in investor funds max) syndications has been convinced by his CPA that the only IRS-compliant method for determining ownership is by conversion to tax K-1 capital accounts.  (Some properties have negative cap accounts at this point.)  Structure:  Manager receives syndication *ownership* shares via sweat equity and all the investors obtain shares by purchase.  I need independent verification that the manager is correct and, if not correct (and I believe he is wrong) then an e-letter to the manager telling him that.  (My current real estate attny is not sufficiently versed in newer tax law to make this determination without input.)  The OA is silent on the method of ownership.  The sole manager can amend the OA, and could simply state that Contributed Capital ownership represents the true economics of the partnership.  Of course, willing to pay a reasonable fees for advice and generation of letter.  Anyone have knowledge that can be helpful, any JD/CPAs on the site, or can point me in the right direction?  Thanks.