[Letterhead of Vinson & Elkins L.L.P.]
May 23, 2011
Mr. H. Roger Schwall
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Lone Pine Resources Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed May 23, 2011
File No. 333-171123
Dear Mr. Schwall:
On behalf of Lone Pine Resources Inc. (the “Registrant”), in this letter, we set forth the response of the Registrant to the letter from the staff of the Division of Corporation Finance of the Securities and Exchange Commission, dated May 23, 2011 (the “Comment Letter”), with respect to the above-captioned filing. For your convenience, we have repeated in bold type the comment as set forth in the Comment Letter. The Registrant’s response to the comment is set forth immediately below the text of the comment.
In addition, the Registrant has filed through EDGAR Amendment No. 8 to the above referenced Registration Statement on Form S-1.
Vinson & Elkins LLP Attorneys at Law | 666 Fifth Avenue, 26th Floor |
Austin Beijing Dallas Dubai Hong Kong Houston | New York, NY 10103-0040 |
London Moscow New York Shanghai Tokyo Washington | Tel 212.237.0000 Fax 212.237.0100 www.velaw.com |
Exhibit 5.1
1. We note your response to comment 2 in our letter dated May 19, 2011. Please obtain and file a revised legality opinion that states, if true, that the shares of common stock and the rights have been duly authorized. In that regard, we note that the opinion states that such securities “will be” duly authorized.
Response: The Registrant has revised the legal opinion of Vinson & Elkins L.L.P. filed as Exhibit 5.1 as requested and re-filed Exhibit 5.1.
Please direct any questions that you have with respect to the foregoing to Shelley A. Barber at (212) 237-0022.
| Very truly yours, |
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| /s/ SHELLEY A. BARBER |
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| Shelley A. Barber |
cc: | Douglas V. Brown |
| Cyrus D. Marter IV |
| Alan P. Baden |
