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WRITER’S DIRECT LINE 813.225.4122 ccreely@foley.com EMAIL
CLIENT/MATTER NUMBER 110623-0108 |
August 29, 2016
VIA EDGAR
Mr. Christian Windsor
Special Counsel - Office of Financial Services
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mailstop 4720
Washington, DC 20549
Re: | Sunshine Bancorp, Inc. Amendment No. 1 to the Registration Statement on Form S-4 Filed August 3, 2016 File No. 333-212209 |
Dear Mr. Windsor:
On behalf of Sunshine Bancorp, Inc. (the “Company”), we are transmitting the following response to the Staff’s letter dated August 9, 2016 containing the Staff’s comment regarding Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) that was filed with the Securities and Exchange Commission on August 3, 2016 (Registration No. 333-212209). The Company is also filing Amendment No. 2 to the Registration Statement in response to the Staff’s comment. For your convenience, the full text of the Staff’s comment is set forth below, and the Company’s response to the comment directly follows the comment.
Exhibit 5.1 Legality Opinion of Foley & Lardner LLP
| 1. | Please have counsel revise the legal opinion filed as Exhibit 5.1 to remove the limitation statutory in the last paragraph on who may rely on the opinion. It is not appropriate to include any language that implies that investors exchanging securities in this S-4 cannot rely on an opinion given in response to Item 601(b)(5) of Regulation S-K. Please refer to Staff Legal Bulletin 19 for more guidance. |
RESPONSE: Counsel has revised the legal opinion to remove the last paragraph. The revised legal opinion is filed as Exhibit 5.1 to Amendment No. 2 to the Registration Statement.
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY | TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
August 29 , 2016
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If you have any questions or comments regarding the foregoing, please feel free to contact me.
Very truly yours,
/s/ Curt P. Creely