SecProbe.io

March 21 , 2013

Via E -mail
William H. McGill, Jr.
Chairman, President and Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North
Suite 300
Clearwater , Florida 33 764

Re: MarineMax, Inc.
  Registration Statement on Form S-3
Filed  February 26, 2013
  File No.  333-186878

Dear Mr. McGill :

We have limited our review of your registration 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 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.

Guarantees, page 21

1. We note your discussion of guarantees here and the provisions for guarantees in your
indenture.  Please revise your registration statement to include the guarantees in the fee
table, identify the g uarantor(s) in your registration statement, revise your prospectus,
where applicable, to include the guarantees among the securities you may issue and
comply with Rule 3 -10 of Regulation S - X or confirm that if you decide to add
guarantees  after this regis tration statement has been declared effective, you will file a
new registration statement to register the guarantees. In addition, if you include
guarantees in this registration statement, ensure that your counsel’s legal opinion is
revised accordingly.  P lease refer to the guidance set forth in Section II.B.1.e. of Staff
Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings (October 14,
2011) available on our website at www.sec .gov/interps/legal/cfslb19.htm .

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 2

 Item 16. Exhibits, page II -2

2. We note that you have listed the Statement of Eligibility of Trustee as Exhibits 25.1
together with a note indicating that you will file this exhibit by amendment to the
registration statement or by a report filed under the Securities Exchange Act of 1934 that
is incorporated by reference into the registration statement.  Please note that you may not
file the Form T -1 in a post -effective amendment to the registration statement or report
filed un der the Securities Exchange Act of 1934 that is incorporated by reference into the
registration statement.  You may, however, rely on Section 305(b)(2) of the Trust
Indenture Act of 1939 and file the Form T -1 under electronic form type “305B2.”  Please
confirm that you will file your Form T -1 under form type 305B2 and revise your related
footnote disclosure.  For further guidance, please see Question 220.01 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations available on our
website  at www.sec.gov

Exhibit 5.1

3. Please have counsel revise the sixth paragraph on page 2 of its opinion  to represent that in
issuing its opinion  it has reviewed  all documents  it deems necessary.  It is inappropriate
for counsel to base its opinion on the review of a limited set of documents.  We will not
object to counsel including a list of documents it reviewed  provided that the language
does not state or imply that these we re the only documents reviewed  by counsel.  Counsel
must review all documents  necessary in order to render its opinion  regarding the legality
of the securities.  Please refer to the guidance set forth in Staff Legal Bulletin No. 19.

4. We note that in Section 11.10  of the indenture provide s that the laws of the state of New
York shall be the governing law of the debt securities and the indenture. As you r counsel
must provide a “legal and binding obligation ” opinion for a registration statement relating
to debt securities, an opinion must be given as to the governing law in order to fulfill the
item requirement.  Please  have counsel  indicate that they  are opining under New York
law with respect to the debt securities.  Please s ee Item 601(b)(5) of Regulat ion S -K and
Section II.B.1.e of Staff Legal Opinion No. 19.   In this regard, your counsel will need to
modify the scope of the second paragraph on page 3 and the second paragraph on page 7.

5. We note that you are registering warrants, purchase contracts, de pository shares and
units.  Please advise us, if known, those state laws that will govern the agreements under
which these securities will be issued  and, if such governing law is not the Delaware
General Corporation Law, have counsel revise, as applicable,  the parenthetical phrases in
paragraphs two through six on page 3 and the second paragraph on page 7 .  If it is
unknown at this time which state laws will apply, please confirm that, consistent with
comment 7 below , you will file an appropriately unqualif ied opinion of counsel,
including as to jurisdiction and expertise.  See Section s II.B.1.f , II.B.2.a and II.B.3.b  of
Staff Legal Bulletin No. 19 .  In this regard, you may wish to have counsel modify the
assumptions in the parenthetical phrases in paragraph s two through six on page 3 and the
second paragraph on page 7 to anticipate the future addition of jurisdictions.

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 3

 6. We note the language in the first  paragraph  on page 7  of the legal opinion, which states
that the opinion is “being furnished to the Company solely for submission to the
Commission as exhibit …”  This appears to be a d isclaimer of responsibility that implies
that investors  are not entitled to rely on the opinion.  Please have counsel d elete this
disclaimer from the legality opinion .  Please s ee Section II.B.3.d of Staff Legal Opinion
No. 19.
7. We note that counsel’s opinion contains significant assumptions regarding the future
issuance of the securit ies being registered in the offering.  Please confirm that you will
file an appropriately unqualifie d opinion each time a takedown occurs.  Please note that
you may file the unqualified opinion under Rule 462(d) or under cover of Form 8 -K.
Please s ee Section II.B.2.a of Staff Legal Opinion No. 19.

We urge all persons who are responsible for the accura cy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating  to a company’s disclosure, 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 prov ide a written statement from the company
acknowledging 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 compa ny 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 4

 Please contact Scott Anderegg, Staff Attorney, at (202) 551 -3342, Catherine Brown, Staff
Attorney, at (202) 551 -3513  or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Catherine T. Brown for

  Mara L. Ransom
Assistant Director