SecProbe.io

CORRESP
1
filename1.htm

September
14, 2023

United
States Securities and Exchange Commission

Division
of Corporate Finance

    Office
    of Real Estate & Construction
    via
    EDGAR Correspondence

100
F Street NE

Washington,
D.C. 20549

Attention:
Ronald Alper

    RE:
    Dakota
    Real Estate Investment Trust

    Offering
    Statement on Form 1-A

    SEC
    File No. 024-12307

Clearance
Declaration Request

Mr.
Alper:

Dakota
Real Estate Investment Trust (“Dakota REIT”) requests that the Securities and Exchange Commission (the “SEC”)
take such action as is necessary to declare the above referenced Offering Statement qualified as soon as noon Eastern Time on September
18, 2023.

In
your telephone conversation with our legal counsel regarding the SEC Staff having completed its review of the Offering Statement on September
14, 2023, you requested us: (i) to confirm the Offering Statement has not been submitted for qualification or registration with any state
securities regulatory authority; and (ii) to confirm we have not engaged any broker dealer to solicit participation of our shareholders
in the offering such that there is no need to have FINRA advise you that it has no objections to the compensation arrangements.

We
hereby make such confirmations. With respect to state law qualification or registration please understand that Dakota REIT
is relying upon exemptions from qualification or registration under applicable state securities regulations with respect to offerings
of securities to existing shareholders. With respect to no objection by FINRA; as the offering is to existing shareholders
of shares in lieu of payment of cash distributions under the Dakota REIT Distribution Reinvestment Plan, no FINRA members are engaged
to solicit participation in such plan and no compensation will be paid with respect to issuance of shares under such plan.

Dakota
REIT acknowledges that:

    ●
    Should
    the Offering Statement be declared qualified, such will not foreclose the SEC from taking any action with respect to the Offering
    Statement;

    ●
    The
    declaration of the Offering Statement as qualified does not relieve Dakota REIT from its responsibilities for the adequacy and accuracy
    of the disclosures contained in the Offering Circular included in the Offering Statement; and

    ●
    Dakota
    REIT may not assert the lack of further comment by SEC staff on the Offering Statement or the declaration of qualification of the
    Offering Statement as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United
    States.

Dakota
REIT undertakes to offer and issue shares contemplated by the Offering Statement only in such states where such offering and sale are
registered or qualified under applicable state securities laws. Dakota REIT requests that it be notified of the requested qualification
by telephone call or email to its legal counsel, Randy Sparling at (612) 373-8425 and rsparling@felhaber.com.

    Very
    truly yours,

    Dakota
    Real Estate Trust, Inc.

    /s/
    Matthew Pedersen

    Matthew
    Pedersen

    President
    and Chief Executive Officer

3003
32nd Ave. S. Fargo, ND 58103 / Phone 701-239-6879 / Fax 701-239-3317