 | ORRICK, HERRINGTON & SUTCLIFFE LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CALIFORNIA
tel +1-415-773-5700 fax+1-415-773-5759 www.orrick.com
Brett Cooper 415-773-5918 bcooper@orrick.com |
June 22, 2015
VIA EDGAR
Mara L. Ransom, Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Central Garden & Pet Company (and other noted additional registrants) |
| Registration Statement on Form S-3 |
| Filed June 11, 2015, as amended |
| File No. 333-204881 |
Dear Ms. Ransom:
On behalf of Central Garden & Pet Company and the additional registrant guarantors noted in the Registration Statement, we are responding to your comment letter dated June 22, 2015. For ease of reference, we have included your comment and the company’s response.
Exhibit 5.1
| 1. | Comment: With respect to the 2,866,073 shares of Class A common stock and 1,395,704 shares of common stock that are currently outstanding and being registered, please revise to also have counsel opine that these shares are currently outstanding and fully paid. Please see section II.B.2.h of Staff Legal Bulletin No. 19. |
Response: We have filed a revised opinion to address the comment.
Mara L. Ransom
June 22, 2015
Page 2
If you have any questions, please contact me at 415-773-5918 or bcooper@orrick.com.
Very truly yours,
/s/ Brett Cooper
Brett Cooper
| cc: | John R. Ranelli – Chief Executive Officer |
| John F. Seegal |