| New York | Madrid |
| Menlo Park | Tokyo |
| Washington DC | Beijing |
| London | Hong Kong |
| Paris |
|
Richard D. Truesdell, Jr.
Davis Polk & Wardwell LLP | 212 450 4674 tel |
450 Lexington Avenue | 212 701 5674 fax |
New York, NY 10017 | richard.truesdell@davispolk.com |
December 10, 2009
Re: | Cobalt International Energy, Inc. (the “Company”) |
Mr. H. Roger Schwall
Assistant Director
Securities and Exchange Commission
Mail Stop 7010
100 F Street N.E.
Washington, DC 20549-4628
Dear Mr. Schwall:
This letter is in response to your letter dated December 7, 2009. We have set forth your comments followed by the Company’s response. We are also sending, under separate cover, a marked copy of the Registration Statement showing the changes to the Registration Statement filed on November 27, 2009.
Form S-1
Exhibits
1. We note counsel has assumed that the Company is validly existing as a corporation in good standing under the laws of the State of Delaware. We believe that the existence of the Company is a material fact underlying the opinion, and a fact that is readily ascertainable. Please obtain from counsel a revised opinion that omits this assumption or an explanation as to why the assumption is necessary.
We have filed an amended Opinion of Davis Polk & Wardwell LLP as Exhibit 5.1 in response to this comment.
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Mr. H. Roger Schwall | 2 | December 10, 2009 |
To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (212) 450-4674.
| Sincerely, |
|
|
| /s/ Richard D. Truesdell, Jr., Esq. |
|
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| Richard D. Truesdell, Jr., Esq. |
cc: | Joseph H. Bryant |
| David J. Beveridge, Esq. |
| Christopher J. Cummings, Esq. |