Mail-Stop 4561
January 11, 2007
(Via facsimile and U.S. Mail)
Mr. Dennis R. Woods
President and Chief Executive Officer
United Security Bancshares
2126 Inyo Street
Fresno, California 93721
Re: United Security Bancshares
Registration Statement on Form S-4
Amended January 5, 2007
File Number 333-139139
Dear Mr. Woods:
We have reviewed your Form S-4 and have the following
comments.
Please note that we have conducted a full review and our
accounting
staff has no comments at this time. Where indicated, we think you
should revise your documents 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
have additional comments.
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 on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
* * * * *
Form S-4
Material Federal Income Tax Consequences, page 30
1. Revise to reflect that this section is supported by an opinion
of
counsel, and name the counsel. Please refrain from referring to
this
section as a summary. Furthermore, revise to replace the language
in
the first paragraph on page 31, consistent with the comments on
exhibit 8.1.
Exhibit 8.1, Tax Opinion of Bullivant Houser Bailey PC
2. Item 601(b)(8) of Regulation S-K requires an opinion of counsel
regarding the material federal tax consequences of the registered
transaction. An opinion that tax disclosure is a "fair and
accurate
summary" is not sufficient to comply with Item 601(b)(8) of
Regulation S-K. Please file an opinion of counsel that addresses
the
material federal income tax consequences of the merger.
3. In offering a legal opinion, regarding legality or tax
consequences, it is inappropriate to assume legal conclusions that
are necessary in order to grant the opinion required.
Consequently,
please remove the assumption of continued compliance with state
and
federal laws discussed in the fifth paragraph. You can assume
that
conduct will be consistent with actions described in the
Registration
statement, but compliance with state of federal laws require`s a
legal conclusion, something only counsel is equipped to provide.
Similarly, with regards to other assumptions contained in the
opinion, particularly in the fourth paragraph, please clarify that
representations are as to matters of fact.
* * * * *
Closing Comments
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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 Rule 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.
Direct any questions to Michael R. Clampitt at 202-551-3434,
or
to me at 202-551-3419.
Sincerely,
Christian Windsor
Special Counsel
Financial Services Group
(by facsimile)
Lori Dean Richardson, Esq.
Gary Stevens Findley & Associates
1470 N. Hundley Street
Anaheim, California 92806
Fax number 714-630-7910
Mr. Dennis R. Woods
United Security Bancshares
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