 | Kathryn A. Lawrence Direct Dial: 804.525.1790 Direct Fax: 804.525.1885
klawrence@kv-legal.com |
April 9, 2013
VIA COURIER
Jennifer Gowetski, Senior Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3010 CF/AD8
Washington, D.C. 20549
| Re: | Bluerock Multifamily Growth REIT, Inc. (the “Company”) |
| Amendment No. 4 to Registration Statement on Form S-11 |
| Commission File No. 333-184006 |
Dear Ms. Gowetski:
Attached as a courtesy are two (2) copies of the above-referenced filing, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2013, along with two (2) marked copies against Amendment No. 3 to the Registration Statement on Form S-11 filed with the SEC on April 2, 2013.
This Amendment No. 4 reflects the Company’s entry into a Membership Interest Purchase Agreement with respect to the disposition of the Company’s interest in The Estates at Perimeter property in Augusta, Georgia, and the attachment of Exhibit 5.1 (Opinion of Counsel) and Exhibit 8.1 (Opinion of Counsel as to Tax Matters) and related consents.
If you should have any questions about this filing or require any further information, please call me at (804) 525-1790.
Very truly yours,
/s/ Kathryn A. Lawrence
Kathryn A. Lawrence
Enclosures
| cc: | Michael L. Konig, Esq.(via e-mailw/out encls.) |
Richard P. Cunningham, Esq.(via e-mail w/out encls.)
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