 | Palash Pandya
Akerman Senterfitt LLP 335 Madison Avenue Suite 2600 New York, NY 10017 Tel: 212.880.3800 Fax: 212.880.8965 |
June 22, 2012
Via Edgar Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Julie F. Rizzo
| Re: | Fiesta Restaurant Group, Inc. |
Amendment No. 1 to the Registration Statement on Form S-4
Filed June 13, 2012
File No. 333-181050
Dear Ms. Rizzo:
Set forth below is the response on behalf of Fiesta Restaurant Group, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated June 21, 2012 (the “Comment Letter”) concerning the referenced Amendment No. 1 to the Registration Statement on Form S-4 which was filed with the Commission on June 13, 2012. For your convenience and to facilitate your review, we have set forth herein each comment of the Staff contained in the Comment Letter followed by our response. In this comment response letter unless the context otherwise requires, the words “we,” “us” and “our” refer to our client, the Company.
akerman.com
| BOCA RATON | DALLAS | DENVER | FORT LAUDERDALE | JACKSONVILLE | LAS VEGAS | LOS ANGELES | MADISON | MIAMI | NAPLES |
| NEW YORK | ORLANDO | PALM BEACH | SALT LAKE CITY | TALLAHASSEE | TAMPA | TYSONS CORNER | WASHINGTON, D.C. |
| WEST PALM BEACH | ||||||||||||||
Julie F. Rizzo
Securities and Exchange Commission
June 22, 2012
Page 2
Exhibit 5.1
| 1. | We note your response to prior comment 2 and reissue. The language in first full paragraph on page 3 represents an inappropriate limitation on the scope of counsel’s opinion. Please have counsel revise accordingly. |
Counsel has revised its opinion as requested by the Staff.
If you have any additional questions regarding our response or the revised Registration Statement on Form S-4, please feel free to call me (212-822-2240) or Wayne A. Wald (212-880-3841) of Akerman Senterfitt LLP, or Joseph A. Zirkman, Vice President, General Counsel and Secretary of the Company (315-424-0513, ext. 2333).
Sincerely,
/s/ Palash Pandya
Palash Pandya
| cc: | Timothy P. Taft |
Joseph A. Zirkman
Wayne A. Wald