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DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
(212) 455-2812 | rfenyes@stblaw.com |
VIA EDGAR TRANSMISSION October 15, 2009
| Re: | SunGard Data Systems Inc. |
| Amendment No. 1 to Registration Statement on |
| Form S-1; File No. 333-158657 |
Ms. Barbara C. Jacobs
Mr. Matthew Crispino
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Dear Ms. Jacobs and Mr. Crispino:
On behalf of SunGard Data Systems Inc. (the “Company”), we are responding to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”), dated October 2, 2009 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 filed on September 15, 2009 (the “Registration Statement”). We previously responded to the Staff’s comment relating to the Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-160514) under separate cover simultaneously with the filing of Amendment No. 2 to that Registration Statement. The Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) concurrently with this letter.
Form S-1/A
Exhibit 5.1
| 1. | We note that the legality opinion assumes that the Schedule II Guarantors have executed and delivered the Indentures in accordance with the laws of their respective jurisdictions and that execution, delivery and performance of the Indentures and Guarantees by these Guarantors does not and will not violate the laws of their jurisdictions. These assumptions are not appropriate. Please revise or advise. |
In response to the Staff’s comment, the legality opinion has been revised to remove the assumptions relating to the Schedule II Guarantors. The Company has also
| Securities and Exchange Commission | -2- | October 15, 2009 |
included as Exhibits 5.2, 5.3 and 5.4 to Amendment No. 2, legality opinions from local counsel to each of the Schedule II Guarantors.
* * * *
Please call me at (212-455-2812) or Ryan Bekkerus (212-455-2293) of my firm if you wish to discuss our responses to the Comment Letter.
Very truly yours,
/s/ Richard A. Fenyes
Richard A. Fenyes