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April 3, 2006
VIA EDGAR AND FAX
Mr. Andrew Schoeffler
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
Re: | Goodman Global, Inc. |
Amendment No. 4 to Registration Statement on Form S-1 |
Filed March 30, 2006 |
(File No. 333-131597) |
Dear Mr. Schoeffler:
On behalf of our client, Goodman Global, Inc. (the “Registrant”), we are responding to the comment of the Staff of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 3, 2006, with respect to the Registrant’s above-referenced Amendment No. 4 to Registration Statement on Form S-1 filed with the Commission on March 30, 2006 (the “Registration Statement”).
The Staff’s comment is set forth below in bold, followed by the Registrant’s response.
Exhibit 5.1
1. | Wenote the statement in the third paragraph. Please have counsel confirm to us that it concurs with our understanding that its reference to the “General Corporation Law of the State of Delaware” includes the statutory provisions and all applicable provisions of the Delaware Constitution and any reported judicial decisions interpreting these laws. Please have counsel file this confirmation as correspondence on EDGAR. |
Response:Counsel to the Registrant confirms that it concurs with the Commission’s understanding that its reference to the “General Corporation Law of the State of Delaware” includes the statutory provisions and all applicable provisions of the Delaware Constitution and any reported judicial decisions interpreting these laws.
April 3, 2006
Page 2
* * * * *
We hope the foregoing answer is responsive to your comment and look forward to resolving any outstanding issues as quickly as possible. If you have any questions in connection with our response to your comment, please feel free to call me at (212) 906-1894.
Best regards |
/s/ Ian Schuman |
Ian Schuman |
of LATHAM & WATKINS LLP |
Enclosures
cc: | Ben Campbell |
Greg Ezring |
Raymond Lin |