SecProbe.io

May 6, 2011
 Via E-mail

Dane A. Drobny, Esq.  Senior Vice President, Gene ral Counsel and Secretary
Sears Holdings Corporation  3333 Beverly Road  Hoffman Estates, IL 60179
Re: Sears Holdings Corporation
  Registration Statement on Form S-4
Filed April 12, 2011
  File No. 333-173459

Dear Mr. Drobny:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please file the charter and bylaws for each of the subsidiary guarantor registrants.  See
Item 601(b)(3) of Regulation S-K.
 Forward-Looking Statements, page iii

2. Please remove the reference to the Private Securities Litigation Reform Act of 1995, as
the safe-harbor for forward-looking statemen ts provided by such Act does not apply to
statements made in connection with a te nder offer.  See Securities Act Section
27A(b)(2)(C).

Dane A. Drobny Sears Holdings Corporation May 6, 2011 Page 2

 Exchange Offer, page 44

 Conditions, page 46

3. All offer conditions, except those related to the receipt of government regulatory
approvals necessary to consummate the offer, mu st be satisfied or waived at or before the
expiration date, not merely before acceptance of the old notes.  Please revise the first
paragraph accordingly.
 Exhibits, page II-10

4. Please disclose in this table a nd the Exhibit Index all exhibits required to be filed as part
of the registration statement.  You may state, as  part of such disclosu re, that exhibits are
incorporated into the regist ration statement by reference to  an appropriate filing.  See
Item 601 of Regulation S-K.
 Undertakings, page II-11

5. Please add the undertaking required by Item 512(a)(6) of Regulation S-K.

Exhibit 5.1

6. While counsel may rely on other opinions, c ounsel may not assume the matters described
in the last sentence of the th ird paragraph with respect to the Company and the Registrant
Guarantors.  Accordingly, please revise to limit such assumptions to parties other than the
Company or the Registrant Guarantors.
7. Please delete the qualifications and comments contained in the penultimate paragraph as
inappropriate in opining that the Register ed Notes and the Guarantees are “binding
obligations” of the Company and the Re gistrant Guarantors, respectively.

8. We note the statement in the last sentence th at the opinion speaks only as of its date.
Please revise the opinion to speak as of the e ffective date of the registration statement or
confirm that you will file an executed opini on, dated as of the effective date, on the
effective date.
 Exhibit 5.2

9. Counsel may not make its assumption in para graph (c) on page 3 that the signatures of
the Specified Entities for the Transaction Documents have been authorized because counsel is opining on such matter in pa ragraph (h) on page 4.  Please revise.

10. Counsel may not make its assumption in paragraph (d) on page 3 because such
assumption is too broad.  Please revise.

Dane A. Drobny Sears Holdings Corporation May 6, 2011 Page 3

11. We note the statements in the third-to-last and penultimate paragraphs that the opinions
speak as of the date of the opinion letter a nd that counsel does not undertake to update the
opinions.  Please revise the opini on to speak as of the effective date of the registration
statement or confirm that you will file an ex ecuted opinion, dated as of the effective date,
on the effective date.
 Exhibit 5.3

12. We note the statement in the seventh paragr aph that counsel has “made the assumptions
that are customary in opinion le tters of this kind.”  Please revise to specifically disclose
all assumptions made by counsel, or to remove this statement.
13. We note the statements in the penultimate pa ragraph that the opinions speak as of the
date of the opinion letter and that coun sel does not undertake to update the opinions.
Please revise the opinion to speak as of the e ffective date of the registration statement or
confirm that you will file an executed opini on, dated as of the effective date, on the
effective date.
14. Please include as part of this exhibit the Fact  Certificate that is attached to the opinion
letter, or delete the statement that such certification “is attached to this opinion letter” and
the reference to the attachment at the end of the letter.

Exhibit 5.4

15. Please comply with comments 12 through 14.
 Exhibit 5.5

16. Please comply with comments 12 through 14.
 Exhibit 5.6

17. Please delete the assumptions contained in pa ragraphs (iii) and (iv) on page 3 because
such assumptions are inappropr iate for counsel’s opinion.

18. While counsel may rely on other opinions, c ounsel may not assume the matters described
in paragraphs (v)-(vii) on page 3 with respect to the Delaware Subsidiary LLCs.

19. Counsel may not assume that there are “no ot her documents contrary to or inconsistent
with the opinions expressed herein” because such assumption is too broad.  Accordingly, please delete the assumption in the fi rst paragraph, first sentence on page 4.

Dane A. Drobny Sears Holdings Corporation May 6, 2011 Page 4

 20. We note the statements in the last paragr aph that the opinion speaks “as of the date
hereof” and that counsel does not undertake to update th e opinion.  Please revise the
opinion to speak as of the effective date of the registration statement or confirm that you
will file an executed opinion, dated as of the effective date, on the effective date.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Dane A. Drobny Sears Holdings Corporation May 6, 2011 Page 5

 Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Lilyanna Peyser,
Attorney-Advisor, at (202) 551-3222 or me  at (202) 551-3720 with any questions.

Sincerely,
   /s/ Lilyanna Peyser for
H. Christopher Owings Assistant Director
cc: Dorian Williams  Bill Phelan  Sears Holdings Corporation