GASCO ENERGY, INC.
14 Inverness Drive East
Building H, Suite 236
Englewood, Colorado 80112
October 28, 2005
VIA FACSIMILE and EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-0405
Attention: Ms. Susan Min
Fax: (202) 942-9528
Re: Gasco Energy, Inc. (the "Company")
Amendment No. 1 to Form S-3 - File No. 333-128547
Filed October 27, 2005
Ladies and Gentlemen:
Set forth below are the responses of the Company to the oral comments
of the staff of the Securities and Exchange Commission (the "Staff")
communicated to the Company's outside legal counsel. For your convenience, the
comments provided by the Staff have been included before the response. In
response to these comments, the Company has filed Amendment No. 1 to such
registration statement.
1. The Staff requested that the legal opinion as to the legality of the
securities being registered be revised to specifically opine to matters related
to New York law.
RESPONSE: We have included in Amendment No. 1 to the above referenced
registration statement separate legal opinions that address the appropriate
matters without qualification to applicable legal jurisdictions relevant to such
opinions.
2. The Staff requested that the Company confirm that it will file unqualified
legal opinions on Form 8-K at that time it issues any securities under the
registration statement.
RESPONSE: The Company hereby confirms that unqualified legal opinions
will be filed on Form 8-K at the time of filing a prospectus supplement with
respect to issuances of securities under such registration statement.
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If you have any questions or comments, please call me at (303) 483-0044.
Sincerely,
/s/ W. King Grant
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W. King Grant
Chief Financial Officer and
Executive Vice President
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