SEC Comment Letter for RADIANT LOGISTICS, INC (RLGT) (CIK 0001171155) (RLGT) — Nov 26, 2013
RADIANT LOGISTICS, INC (RLGT) (CIK 0001171155)
Date: Nov. 26, 2013 · CIK: 0001171155 · Accession: 0000000000-13-064787
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191974
Referenced dates: November 15, 2013
Letter
November 25, 2013 Via E -mail Bohn H. Crain Chief Executive Officer Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004
Re: Radiant Logistics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 22 , 2013 File No. 333-191974
Dear Mr. Crain :
We have reviewed your responses to the comments in our letter dated November 15, 2013 and have the following additional comments.
Exhibit 5.1
1. Please have counsel remove assumption (ii) and the par value carve out in assumption (iv) in the third pa ragraph of Exhibit 5.1 as it is inappropriate for counsel to assume the issue upon which counsel is offering its opinion or any material facts underlying the opinion . Similarly, please have counsel remove assumption (ii) from the fourth paragraph of Exhibit 5.1. For guidance, refer to Section II.B.3(a) of Staff Legal Bulletin No. 19 at http://www.sec.gov/interps/legal/cfslb19.htm .
2. Please have counsel revise the second and third sentences in the fifth paragraph of Exhibit 5.1 as counsel may not exclude the laws of the State of Delaware.
Bohn H. Crain Radiant Logistics , Inc. November 25, 2013 Page 2
Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3469 with any questions.
Sincerely,
/s/ Justin Dobbie
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November 25, 2013 Via E -mail Bohn H. Crain Chief Executive Officer Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004 Re: Radiant Logistics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 22 , 2013 File No. 333-191974 Dear Mr. Crain : We have reviewed your responses to the comments in our letter dated November 15, 2013 and have the following additional comments. Exhibit 5.1 1. Please have counsel remove assumption (ii) and the par value carve out in assumption (iv) in the third pa ragraph of Exhibit 5.1 as it is inappropriate for counsel to assume the issue upon which counsel is offering its opinion or any material facts underlying the opinion . Similarly, please have counsel remove assumption (ii) from the fourth paragraph of Exhibit 5.1. For guidance, refer to Section II.B.3(a) of Staff Legal Bulletin No. 19 at http://www.sec.gov/interps/legal/cfslb19.htm . 2. Please have counsel revise the second and third sentences in the fifth paragraph of Exhibit 5.1 as counsel may not exclude the laws of the State of Delaware. Bohn H. Crain Radiant Logistics , Inc. November 25, 2013 Page 2 Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Via E -mail Stephen M. Coh en, Esq. Fox Rothschild LLP