EILENBERG KRAUSE & PAUL LLP
11 EAST 44TH STREET
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 986-9700
FACSIMILE: (212) 986-2399
September 24, 2008
Jeffrey P. Riedler, Esq.
Assistant Director
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
| Re: | Lpath, Inc. (the “Company”), |
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| Amendment No. 1 to Form S-1, SEC File No. 333-153423 |
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| (“Amendment No. 1”) |
Dear Mr. Riedler:
On behalf of the Company, we are responding to an oral comment received from Jennifer Riegel of the Staff on Monday, September 22, 2008 in regard to the above referenced filing. Ms. Riegel requested that this firm’s legal opinion be amended to reflect the additional shares added in the Amendment No. 1 (the “Oral Comment”). Pursuant to the Oral Comment, the Company respectfully submits via EDGAR this letter and the Amendment No. 2 to the Form S-1 (the “Amendment No. 2”), which includes this firm’s amended legal opinion as Exhibit 5.1 as requested by the Oral Comment.
If you have any questions about this letter or Amendment No. 2, please call the undersigned or Wesley Paul of this office (212-986-9700).
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| Sincerely, | |
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| /s/William R. Dauber | |
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| William R. Dauber | |
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cc: | Mr. Scott Pancoast, Lpath, Inc. |
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| Wesley J. Paul, Esq. |
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