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Mr. Kelley has over 35 years of experience in representing a variety of clients from closely held family businesses to large venture funds, investing in real estate, as well as publicly traded companies. This representation has included succession planning for family businesses, formation of all different types of closely held entities, 1031 exchanges, purchases and sales of real estate and business interests, and more traditional estate planning matters, such as drafting wills and trusts. Mr. Kelley has also acted as tax counsel on complex business acquisitions and reorganizations for both local and international clients.

Mr. Kelley has been an Adjunct Faculty Member of Golden Gate University teaching graduate level courses in Partnership Taxation, and is regarded as an authority in partnership tax matters.

Mr. Kelley left the San Jose office and started Berliner Cohen’s practices in Merced in 1994 as well as in Modesto in 2012, where he has been working with agricultural clients as well as real estate developers in connection with their business activities and tax needs. He also specializes in property tax matters, both from a planning perspective as well as in connection with property tax controversy work. In January 2000, Mr. Kelley became the City Attorney in Gustine, a position that he held until December 2005, when that position was filled by a different attorney in the Firm’s Merced Office. Mr. Kelley continues to consult on municipal and land use matters.

Representative Matters

  • Worked with a family agricultural business client on strategic long term planning to structure a multi million dollar gifting program transferring wealth to future generations for estate planning purposes while maintaining levels of control with current generation; involved formation of business entities and trusts, as well as option agreements in order to effect a transfer of land at pre-development, agricultural values; structure developed also involved management agreements in order that the current generation maintained the ability to make critical business decisions and control cash flow
  • Represented a major real estate development client in connection with developing a capital ownership structure for a variety of different projects with the goal of limiting liability among the various projects while still preserving centralized management and sources for financing future projects; involved creating a structure for third party private equity investment for a closely held business in circumstances where the client/developer maintained control; at the same time, the structure developed enabled equity investors to share in the benefits associated with direct ownership of real estate projects
  • Provided tax expertise, analysis and structure in connection with a major real estate development project between a land owner client and development partner; involved the manner in which the parties could preserve capital gain treatment (as opposed to ordinary income) and qualify for a tax-deferred exchange of the developed property; structure ultimately adopted included creation of tenancies in common and subsequent acquisition of numerous replacement properties in different limited liability company entities


  • Born in Gustine, California
  • Married with four children
  • Interests include golf and Whisky Fridays

Professional Admissions

  • State Bar of California, 1983 - present


  • Partnership Taxation
  • Tax Deferred Exchanges
  • Real Property Tax Changes of the 1986 Act (Passive Loss Rules)
  • Real Property Transfer Tax
  • Change in Ownership for Property Tax Purposes
  • Conflict of Interests for Elected Officials (as well as local bar and client presentations)
  • Brown Act Violation

Activities / Memberships

  • American Bar Association
  • Santa Clara County Bar Association
  • Merced County Bar Association
  • Central Catholic High School, Modesto, Board of Directors, President, 2014-2015
  • Golden Gate University, Former Adjunct Faculty Member
  • Leadership San Jose
  • Leadership Merced
  • Merced/Mariposa Red Cross Board of Directors
  • Catechism Teacher, Our Lady of the Assumption Church
  • Merced Boosters


  • New York University School of Law, LL.M. in Taxation, 1984
  • University of San Francisco School of Law, J.D., 1983
  • University of the Pacific, B.A., 1980