 | ATTORNEYS AT LAW | Broomfield, CO 720 566-4000 | ||
| One Maritime Plaza 20th Floor | Palo Alto, CA 650 843-5000 | |||
| San Francisco, CA 94111-3580 | Reston, VA 703 456-8000 | |||
| Main 415 693-2000 Fax 415 951-3699 | San Diego, CA 858 550-6000 | |||
| www.cooley.com | ||||
| GIAN-MICHELE A MARCA (415) 693-2148 gmamarca@colley.com |
August 24, 2005
VIA EDGAR, FAX AND FEDERAL EXPRESS
Duc Dang
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | Ad.Venture Partners, Inc. | |
| Registration Statement on Form S-1 File No. 333-124141 |
Dear Mr. Dang:
This letter is written pursuant to our telephone conversations of today. You have asked us to provide information concerning the distribution of revised preliminary prospectus in connection with a reduction in the offering size for the above-referenced offering.
The Company has filed a pre-effective amendment to reflect the offering size decrease. In addition, we have been advised by the underwriters that they have distributed copies of the revised preliminary prospectus included in such amendment reflecting such offering size decrease via email to all accounts that have indicated an interest in purchasing in the offering; that these emails conformed to forms of emails provided supplementally to the staff of the Securities and Exchange Commission with our letter dated August 8, 2005; and that they intend to offer and sell the Company’s units in this offering solely to those accounts.
In addition, in connection with the refiling of our legality opinion (exhibit 5.1 to the above-referenced registration statement), which has been amended to reflect the decreased offering size, we hereby reconfirm that the reference in our legality opinion to the Delaware General Corporation Law is meant to encompass relevant portions of the Delaware Constitution and published judicial proceedings of Delaware courts.
Sincerely,
/s/Gian-Michele a Marca
Gian-Michele a Marca
| cc: | Howie Balter (Ad.Venture Partners, Inc.) | |
| Ilan Slasky (Ad.Venture Partners, Inc.) Floyd I. Wittlin (Bingham McCutcheon LLP) |