| Five Oaks Investment Corp. c/o Oak Circle Capital Partners LLC 641 Lexington Avenue Suite 1432 New York, NY 10022
Tel: 212 328 9521 |
March 20, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street
Washington, D.C. 20549
Re: |
| Five Oaks Investment Corp. |
|
| Registration Statement on Form S-11 |
|
| File No. 333-185570 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 of Five Oaks Investment Corp. ( the “ Company “), as it may be amended, be accelerated so that the Registration Statement may become effective at 4:00 p.m. EDT on March 21, 2013, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Act.
The Company acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Ken Mason or Dan Hartnett of Kaye Scholer LLP, at (212) 836-7630 and (312) 583-2380, respectively, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
* * *
| Sincerely, |
|
|
| /s/ David C. Carroll |
|
|
| David C. Carroll |
| Chief Executive Officer and President |