Exhibit 5.1
THE O'NEAL LAW FIRM, P.C.
6626 E. Raftriver Street
Mesa, Arizona 85268
(480) 812-5058
(888) 353-8842 (Fax)
E-mail: theoneallawfirm@yahoo.com
April 13, 2009
VIA EDGAR AND OVERNIGHT MAIL
Ms. Lilyanna L. Peyser
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Mail Stop 3561
Washington, DC 20549
Re: SeaOspa, Inc.
Registration Statement on Form S-1
Amendment 1
Filed March 24, 2009
File No. 333-157175
Dear Ms. Peyser:
We are counsel to SeaOspa, Inc. ("SeaOspa," the "Company" or "our client").
On behalf of our client, we respond as follows to the Staff's comments dated
April 3, 2009 relating to the above-captioned registration statement. Captions
and section headings herein will correspond to those set forth in Amendment No.
1 to the Registration Statement, a copy of which has been marked with the
changes from the initial filing, and is enclosed herein. Please note that for
the Staff's convenience, we have recited each of the Staff's comments and
provided the Company's response to each comment immediately thereafter.
SELLING STOCKHOLDERS, PAGE 13
1. WE NOTE THAT FOR THE MOST PART YOU HAVE CORRECTED THE NUMBER OF YOUR
COMMON SHARES CURRENTLY OUTSTANDING, AS WELL AS REVISED THE NUMBER OF
YOUR COMMON SHARES BEING OFFERED BY THE REGISTRATION STATEMENT.
HOWEVER, PLEASE NOTE THAT THE NUMBER OF YOUR COMMON SHARES CURRENTLY
OUTSTANDING AND HELD BY THE SELLING STOCKHOLDERS REMAINS INCORRECT AT
THE END OF THE TABLE OF SELLING STOCKHOLDERS. ALSO, THE LAST COLUMN
SHOULD REFLECT THE PERCENTAGE OF SHARES THAT WILL CONTINUE TO BE HELD
BY THOSE SELLING STOCKHOLDERS WHO HAVE REDUCED THE AMOUNT OF SHARES
THEY ARE OFFERING FOR RESALE. PLEASE REVISE ACCORDINGLY.
Response to Comment #1:
We have revised the selling stockholders table accordingly.
UNDERTAKINGS, PAGE II-3
2. PLEASE REVISE TO INCLUDE THE SECOND SENTENCE OF THE UNDERTAKING
CONTAINED IN ITEM 512(A)(1)(II) OF REGULATION S-K.
Page 2 of 2
Ms. Lilyanna L. Peyser
Securities and Exchange Commission
Response to Comment #2: We have revised this undertaking to include
the second sentence of Item 512(a)(1)(ii) of Regulation S-K.
3. WE NOTE THAT YOU HAVE NOT ADDED THE UNDERTAKING REQUIRED BY ITEM
512(A)(6) OF REGULATION S-K, AS PREVIOUSLY REQUESTED IN COMMENT 3 OF
OUR LETTER DATED MARCH 24, 2009. WE ARE, THEREFORE, REISSUING THIS
COMMENT.
Response to Comment #3: We have added the undertaking required by item
512(a)(6) of Regulation S-K.
The Company acknowledges 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 staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
*************
We trust that the foregoing is responsive to the Staff's comments. Please
do not hesitate to contact us at (480) 812-5058 if you have any questions. Also,
please note our change of address at the top of our letterhead. We have
reflected this change in the 2nd Amended Registration Statement and revised
legal opinion filed as Exhibit 5.1.
Very truly yours,
/s/ William D. O'Neal
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William D. O'Neal
cc: SeaOspa, Inc.