CalAtlantic Group, Inc.
15360 Barrance Parkway
Irvine, California 92618
October 28, 2015
VIA EDGAR
Jay Ingram
Legal Branch Chief
Office of Manufacturing and Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4631
Washington, D.C. 20549
| Re: | CalAtlantic Group, Inc. | |
Post-Effective Amendment No. 3 on Form S-3 to Form S-4 | ||
Filed October 23, 2015 | ||
File No. 333-205452 |
Dear Mr. Ingram:
On behalf of CalAtlantic Group, Inc. (the “Company”), I am submitting this letter in response to the comment received from the staff of the Securities and Exchange Commission (the “Commission” and the “Staff”) in a letter dated October 27, 2015 (the “Comment Letter”) with respect to the filing referenced above (the “Form S-3”). We have reviewed the Comment Letter and our response is set forth below. For your convenience, the heading and paragraph number in our letter correspond to the heading and paragraph number in the Comment Letter.
Exhibit 5.2
| 1. | Please have counsel revise the legal opinion to address whether or not the Rights are binding obligations. Please refer to Sections II.B.1.f and II.B.1.g of Staff Legal Bulletin 19. |
Response
In response to your comment, we are filing a revised opinion at Exhibit 5.2 that addresses that the Rights will be binding obligations.
Jay Ingram
United States Securities and Exchange Commission
October 28, 2015
Page 2
If you have any questions regarding our response, please contact me at (949) 789-1600.
Sincerely,
/s/ John P. Babel, Esq.
John P. Babel, Esq.
Senior Vice President, General Counsel & Secretary
CalAtlantic Group, Inc.
