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| DANIEL M. MILLER Partner (604) 630-5199 FAX (604) 687-8504 miller.dan@dorsey.com |
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January 5, 2010
Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7010 USA
Attention: Pamela A. Long, Assistant Director |
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Re: | Brookfield Homes Corporation |
| Registration Statement on Form S-3 |
| Filed November 6, 2009 |
| File No. 333-162953 |
Dear Sirs and Mesdames:
On behalf of our client, Brookfield Homes Corporation (the “Company”), we transmit for your review the Company’s responses to the Staff’s letter of comments, dated December 16, 2009 (the “Comment Letter”), in respect of the Company’s registration Statement on Form S-3, filed on November 6, 2009 (the “Registration Statement”). The Company’s responses below are keyed to the heading and comments contained in the Comment Letter.
Legality Opinion
1. | Please remove the sentence in the first full paragraph on page 3 that begins “Insofar as the opinions expressed herein relate to matters governed by laws other than Opined On Law...” Counsel must opine on the laws of the matters that govern the opinion it is giving. |
The requested deletion has been made to the legal opinion, a revised and marked draft of which has been submitted with this letter.
2. | Please remove the final sentence of the first full paragraph on page 3, as these matters appear to fall within the general principles of equity and public policy considerations that limit your opinions regarding the Offered Rights, Offered Warrants and Offered Units, to which we do not object. |
The requested deletion has been made to the legal opinion, a revised and marked draft of which has been submitted with this letter.
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January 5, 2010
Page 2
Please do not hesitate to contact the undersigned at (604) 630-5199 should you have any questions about the contents of this letter.
Yours truly,
/s/ Daniel M. Miller
Daniel M. Miller
Enclosure
cc: | Ian G. Cockwell |
| Brookfield Homes Corporation |
