April 15, 2005
Mail Stop 0409
Gerald J. Reihsen, III
Executive Vice President
Behringer Harvard Opportunity REIT I, Inc.
15601 Dallas Parkway, Suite 600
Addison, Texas 75001
Re: Behringer Harvard Opportunity REIT I, Inc.
Amendment No. 2 to Registration Statement
on Form S-11 Filed March 29, 2005
Registration No. 333-120847
Dear Mr. Reihsen:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Questions and Answers About this Offering, page 19
1. We have reviewed the Prudential Real Estate Investors study
provided in response to comment 9. We note that the study makes
no
reference to non-traded REITs. In comparing publicly-traded REITs
to
private real estate, PREI relies on NCREIF`s NPI index. Our
understanding is that the NPI index reflects unleveraged returns,
before deducting any management fees, of investment grade
properties
as reported by institutional investors. The NPI index is not
relevant to your target properties nor to your financing or
corporate
structure. In addition, since you intend to liquidate within 3 to
6
years or list your shares, we do not think the 10-year cumulative
returns for non-traded real estate are relevant. In sum, since
the
study does not relate to common stock in non-traded REITs and
since
the data referenced and relied upon for non-traded real estate is
not
relevant to your targeted portfolio or holding period, please
remove
the references to the PREI study and the conclusions that you
attribute to it. To the extent that you wish to include similar
statements, please supplementally provide us with relevant
support.
Proposed Share Redemption Program, page 144
2. Explain to us what impact, if any, your share redemption
program
will have on your accounting for the shares to be issued in this
offering. Tell us how you will consider SFAS 150 in your
determination of the appropriate accounting treatment for such
shares
or tell us the specific accounting literature you will apply.
3. We have read and considered your response to comment 22. You
state
that "Upon raising capital, the Company will pay its advisor 2% of
the capital raised and the Company will record a portion of this
payment as organization expense, and will record the remaining
portion of the payment as a reduction of additional paid in
capital."
In this regard, tell us and revise your disclosure to clarify how
you
determine the allocation of the 2% advisor fees between the
organization expense and reduction of additional paid in capital.
Federal Income Tax Considerations, page 117
Opinion of Counsel, page 117
4. Please reinsert the opinion that your proposed method of
operation
will enable you to meet the requirements for qualification and
taxation as a REIT under the Code.
Prior Performance Tables
5. We note your response to comment 18. Section 10(a)(3) relates
to
the age of information in a prospectus used after the
effectiveness
of the registration statement and is not relevant to the
consideration of the age of information in a prospectus at the
time
of effectiveness of the registration statement. Guide 5 prior
performance information should generally be as of the date of the
financial statements included in the registration statement.
Please
update your prior performance information to December 31, 2004.
6. We note your response to comment 24 and your intention to
comply
with Rule 10b-10(b) of the Exchange Act. However, we also note
that
that Section 7 of the Automatic Purchase Plan provides that
reports
will be sent to participants within 60 days of the end of the
quarter. Please supplementally advise us how you intend to comply
with Rule 10b-10(b)(2).
Exhibit 23.4 - Consent of Independent Registered Public
Accounting
Firm
7. Revise your consent to reflect the consent to use in Amendment
No.2 instead of No.1 as shown in exhibit 23.4.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Andrew Mew at (202) 942-2913 or Jorge
Bonilla,
Reviewing Staff Accountant, at (202) 942-1993 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan, Attorney-Advisor, at (202) 824-
5445, or me at (202) 942-1960 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Rosemarie Thurston, Esq. (via facsimile)
Morris, Manning & Martin, LLP
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Behringer Harvard Opportunity REIT I, Inc.
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