Doing some tests on this one, it looks like it only fails if your list aren't 
up to date before trying the update.
If you run apt-get update, then go offline and choose to run the upgrade in 
offline mode, it'll resolve the dependencies just fine.

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https://bugs.launchpad.net/bugs/1029531

Title:
  cdromupgrade from Lucid to Precise failed with unmet dependencies
  without network connection

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