| Stradling Yocca Carlson & Rauth |
Robert E. Rich direct dial: (949) 725-4156 rrich@sycr.com | A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA 92660-6422 TELEPHONE (949) 725-4000 FACSIMILE (949) 725-4100 | ORANGE COUNTY (949) 725-4000 |
SAN DIEGO (858) 926-3000 |
SAN FRANCISCO (415) 283-2240 |
SANTA BARBARA (805) 730-6800 |
SANTA MONICA (424) 214-7000 |
SACRAMENTO (916) 449-2350 |
March 6, 2013
VIA EDGAR
Mr. Brandon Hill
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-3
SEC File No. 333-186399
Ladies and Gentlemen:
On behalf of Qualstar Corporation (“Qualstar” or the “Company”), we are responding to the oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Registration Statement on Form S-3, File No. 333-186399, as amended (the “Registration Statement”).
In response to the Staff’s comment, the Company has amended the Registration Statement solely to file a revised exhibit 5.1. The legality opinion included in the revised exhibit 5.1 now also covers the preferred share purchase rights (the “Rights”) attached to the shares of common stock being registered for resale pursuant to the Registration Statement. The legality opinion complies with the guidance of the Staff set forth in Staff Legal Bulletin No. 19 (CF) regarding legality opinions for rights issued under a shareholder rights plan.
In addition, Qualstar hereby acknowledges:
| | · | Qualstar is responsible for the adequacy and accuracy of the disclosure in the filing; |
| | · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| | · | Qualstar may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Division of Corporation Finance
United States Securities and Exchange Commission
March 6, 2013
Page 2
Please direct any questions or comments concerning the subject matter of this letter to the undersigned at (949) 725-4156 or those copied on this letter at the telephone numbers indicated below. Thank you in advance for your courtesy and assistance.
| | Sincerely,
/s/ Robert E. Rich
Robert E. Rich of Stradling Yocca Carlson & Rauth |
cc: Daniel S. Kim, Stradling Yocca Carlson & Rauth, (949) 725-4188
