8POINT3 ENERGY PARTNERS LP
77 Rio Robles
San Jose, California 95134
June 16, 2015
BY EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: Mara L. Ransom
Assistant Director
| RE: | 8point3 Energy Partners LP |
| | Amendment No. 5 to Registration Statement on Form S-1 |
Ladies and Gentlemen:
On behalf of 8point3 Energy Partners LP (the “Partnership”), enclosed is a copy of Amendment No. 6 (“Amendment No. 6”) to the Partnership’s Registration Statement on Form S-1 (the “Registration Statement”) that was filed today via EDGAR.
Set forth below is the Partnership’s response to the Staff’s comment, preceded by the Staff’s comment for ease of reference.
Amendment No. 5 to Registration Statement on Form S-1 Filed June 10, 2015
Exhibit 5.2
| 1. | Please have counsel remove assumptions (a) and (b) on the penultimate paragraph on page two of the legal opinion as these assumptions appear to be overly broad. Please see Section II.B.3.a of Staff Legal Bulletin No. 19, dated October 14, 2011. |
RESPONSE: The opinion has been revised consistent with the above comment.
United States Securities and Exchange Commission
Page 2
If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Joshua Davidson of Baker Botts L.L.P. at (713) 229-1527 or Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3416.
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Very truly yours, |
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8POINT3 ENERGY PARTNERS LP |
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By: | | 8point3 General Partner, LLC, its general partner |
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By: | | /s/ Charles D. Boynton |
| | Charles D. Boynton Chief Executive Officer |
cc: | Jennifer López, Securities and Exchange Commission |
| Liz Walsh, Securities and Exchange Commission |
| Adam Phippen, Securities and Exchange Commission |
| Robyn Manuel, Securities and Exchange Commission |
| Mark R. Widmar, 8point3 General Partner, LLC |
| Joshua Davidson, Baker Botts L.L.P. |
| Gerald Spedale, Baker Botts L.L.P. |
| Andrea L. Nicolas, Skadden, Arps, Slate, Meagher & Flom LLP |
| Lance T. Brasher, Skadden, Arps, Slate, Meagher & Flom LLP |
| T. Mark Kelly, Vinson & Elkins L.L.P. |
| E. Ramey Layne, Vinson & Elkins L.L.P. |