July 11, 2019

Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071

       Re: Oaktree Acquisition Corp.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed July 9, 2019
           File No. 333-232444

Dear Mr. McCaney:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 filed July 9, 2019

Exhibit 5.1, page II-1

1.     We note assumptions (a) through (d) in this opinion. The opinion that
you file to satisfy
       your obligations under Regulation S-K Item 601(b)(5) should not assume
conclusions of
       law that are necessary requirements of the ultimate opinion. Although we
will not
       comment if counsel indicates in the New York law opinion that it relied
on the filed
       Cayman Islands law opinion, New York counsel should not assume away
relevant
       Cayman Islands law. See Securities Act Rule 436(f) and file an opinion
that is revised as
       appropriate.
 Patrick McCaney
FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
Comapany NameOaktree Acquisition Corp.
July 11, 2019
Page 2
July 11, 2019 Page 2
FirstName LastName
Exhibit 5.2, page II-1

2.       Please revise opinion 2 to make it clear that the opinion is opining
on the Ordinary Shares
         issuable upon exercise or redemption of the Warrants in the manner
contemplated in the
         Warrant Documents. Also, please tell us, with a view toward filing a
clarified opinion,
         why paragraph (iv) appears to indicate that the registration statement
registers the exercise
         of the warrants in the units, given the disclosure in your filing
states that such registration
         is not included.
3.       We note that the assumptions in sentences 2 and 3, including board
authorization and and
         filing of corporate documents. These appear to be inappropriate
assumptions in that they
         assume that you have taken all corporate actions necessary to
authorize the issuance of the
         securities being registered. Please file an opinion that does not
contain such assumptions.
         For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin
No. 19.
4.       Please tell us why the assumption in sentence 5, that the price in any
event will not be less
         than the stated par or nominal value of each Ordinary Share, is
necessary and appropriate.
5.       Please file an opinion of counsel that also consents to such counsel
being named in the
         registration statement.
6.       Paragraph 1 in Schedule 1 appears to incorrectly refer to Exhibit 3.1
as your amended
         articles to be in effect upon consummation of this offering. Please
file a revised opinion.
        You may contact David Burton at (202) 551-3626 or Lynn Dicker, Senior
Accountant, at
(202) 551-3616 if you have questions regarding comments on the financial
statements and
related matters. Please contact Tim Buchmiller at (202) 551-3635 or Geoff
Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Electronics and Machinery
cc:      Christian O. Nagler, Esq.