September 25, 2006
Ms. Tangela Richter
Branch Chief
United States Securities and Exchange Commission
Mail Stop 7010
100 F Street, NE
Washington, D.C. 20549
| | RE: | Petrohawk Energy Corporation (the “Company”) |
Registration Statement on Form S-4
Filed September 1, 2006
File No. 333-137042
Dear Ms. Richter:
Thank you for the comments included in your letter dated September 7, 2006. I have reproduced your comment below and have included specific response.
Form S-4 filed September 1, 2006
Exhibit 5.1
| 1. | We note that you have provided an opinion limited to the laws of Texas, New York, Delaware, and the applicable federal laws of the United States. The limitation suggests that the opinion cannot be relied upon with respect to the laws of Oklahoma, Louisiana, and New Jersey, which govern some of the guarantees. Please obtain a new opinion that does not include the limitation, or, alternatively, provide an opinion addressing each and all of the applicable state laws. |
Response:
We note your comment and have provided an updated legal opinion that provides that the opinion covers the laws of the States of Oklahoma, Louisiana, and New Jersey in addition to Texas, New York and Delaware.
Ms. Tangela Richter
September 25, 2006
Page 2
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Please do not hesitate to contact me at (713) 951-5807 if you have any questions.
|
| Sincerely, |
|
| /s/ William Heller |
| William T. Heller, IV |
Floyd C. Wilson
Shane M. Bayless
Petrohawk Energy Corporation
1100 Louisiana Street, Suite 4400
Houston, Texas 77002
September 25, 2006
Via EDGAR electronic transmission
and facsimile (202-772-9368)
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549
| | Re: | Petrohawk Energy Corporation |
Registration Statement on Form S-4
File No. 333-137042
Ladies and Gentlemen:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Petrohawk Energy Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effectiveness of the above-referenced Registration Statement on Form S-4 so that it becomes effective at 5:00 p.m., Eastern Time, on September 26, 2006, or as soon thereafter as practicable.
The Registrant acknowledges that:
| | • | | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| | • | | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| | • | | the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
September 25, 2006
Page 2
Please address any questions or comments with respect to this request to our counsel, Thompson & Knight LLP, by contacting William T. Heller IV by telephone: (713) 951-5807 or facsimile (713) 654-1871.
| | |
| Very truly yours, |
|
| PETROHAWK ENERGY CORPORATION |
| |
By: | | /s/ Shane M. Bayless |
| | Shane M. Bayless |
| | Executive Vice President, Chief Financial Officer & Treasurer |
