April 19, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
Attn: | H. Roger Schwall, Assistant Director |
Division of Corporation Finance |
Re: | Pacific Coast Energy Company LP |
Pacific Coast Oil Trust |
Amendment No. 4 to Registration Statement on Form S-1 |
File Nos. 333-178928 and 333-178928-01 |
Filed April 6, 2012 |
Ladies and Gentlemen:
Set forth below are the responses of Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”), and Pacific Coast Oil Trust (the “Trust” and, together with PCEC, the “Registrants”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 17, 2012 with respect to the above-referenced Registration Statement (the “Registration Statement”).
Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 5 to the Registration Statement (“Amendment No. 5”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to Amendment No. 5, unless otherwise indicated.
Form S-1, Amendment No. 4, filed April 6, 2012
General
1. | We note your response to prior comment 1 from our letter dated March 30, 2012. Please revise your disclosure to include this information in your registration statement. |
Response: The Registrants acknowledge the Staff’s comment and have revised page 77 to include disclosure regarding the limited liability provision in the trust agreement.
Exhibits
2. | Please file an opinion as to the validity of the trust units under the Trust Agreement as authorized, executed and delivered by Pacific Coast Energy Company LP, as Trustor. In this regard, we note that the opinion of Richards, Layton & Fingers P.A. filed as exhibit 5.1 appears limited to Pacific Coast Oil Trust. |
Response: The Registrants acknowledge the Staff’s comment and pursuant to a conversation with the Staff on April 18, 2012, have filed an additional Exhibit 5 opinion from Latham & Watkins LLP, counsel to PCEC.
Please direct any questions or comments regarding the foregoing or with respect to the Registration Statement to the undersigned at (213) 225-5900.
Very truly yours, |
/s/ Gregory C. Brown |
Gregory C. Brown |
Executive Vice President and General Counsel of PCEC (GP) LLC, the general partner of PCEC |
cc: | Randall H. Breitenbach, Co-Chief Executive Officer |
Halbert S. Washburn, Co-Chief Executive Officer |
James G. Jackson, Executive Vice President and |
Chief Financial Officer |
Sean T. Wheeler, Latham & Watkins LLP |
Gerald M. Spedale, Baker Botts L.L.P. |
Thomas Adkins, Bracewell & Giuliani LLP |
Heather Horn, PricewaterhouseCoopers LLP |