| ||
722 Burleson Street | www.torminerals.com | Phone: 361-826-2043 |
July 7, 2011
United States Securities and Exchange Commission VIA EDGAR
101 F Street, NE
Washington, DC 20549
Attention: Pamela A. Long, Assistant Director
Edward M. Kelly, Staff Attorney
Re: TOR Minerals International, Inc.
Pre-effective Amendment No. 1 to Registration Statement on Form S-3
("Registration Statement")
Filed June 30, 2011
File No. 333-175054
Ladies and Gentlemen:
TOR Minerals International, Inc. (the "Company") is hereby transmitting via EDGAR to the Securities and Exchange Commission (the "Commission") this letter in response to the comments of the Commission's staff (the "Staff") as set forth in the letter of Pamela A. Long, Assistant Director, dated July 7, 2011 (the "Comment Letter"), regarding the Registration Statement referenced above. As requested by the Staff, this letter is to confirm that our counsel concurs with the Staff's understanding that the reference to the Delaware General Corporation Law in the last paragraph of Exhibit 5.1 includes the statutory provisions, including judicial decisions interpreting those laws.
Sincerely,
TOR MINERALS INTERNATIONAL, INC.
By: /s/ Barbara Russell
Barbara Russell
Chief Financial Officer, Secretary and Treasurer
cc: L. Steven Leshin, Esq.
Douglas M. Berman, Esq.