SecProbe.io

CORRESP
1
filename1.htm

Acceleration Letter

 Orion Acquisition Corp. II

 501 Second Street, Suite 211

 San Francisco, California 94107

 May 12, 2005

 VIA EDGAR TRANSMISSION &
HAND DELIVERY

 Mr. John Reynolds

 Assistant Director, Office of Emerging Growth Companies

 Securities and
Exchange Commission

 Division of Corporation Finance

 450 Fifth
Street, N.W.

 Washington, D.C. 20549

 Mail Stop: 0511

Re:

 Registration Statement on Form SB-2

         (Registration No. 333-122431), as amended,

         of Orion Acquisition Corp. II

 Ladies and Gentlemen:

 Reference is made to that letter of even date herewith from Orion
Acquisition Corp. II, a Delaware corporation (the “Company”), to the staff of the Securities and Exchange Commission (the “Commission”) with respect to the request for acceleration of effectiveness of the
Registration Statement on Form SB-2 (Registration No. 333-122431).

 In connection with such letter, 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.

Very truly yours,

ORION ACQUISITION CORP. II

By:

 /s/ C. Patrick Machado

Name:

C. Patrick Machado

Title:

 Senior Vice President and

         Chief Financial Officer

cc:

Bradley A. Bugdanowitz, Esq.

            Latham & Watkins LLP