SecProbe.io

February 15, 2012
 Via E-mail

Stephen Cooper Chief Executive Officer Warner Music Group Corp. 75 Rockefeller Plaza New York, NY  10019
Re: Warner Music Group Corp.
  Registration Statement on Form S-4
Filed January 25, 2012
  File No. 333-179167

Dear Mr. Cooper:

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. We note that you are registering the exchange  offer in reliance on our position enunciated
in Exxon Capital Holdings Corp., SEC No-A ction Letter (April 13, 1988).  See also
Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next amendment,
please provide us with a suppl emental letter stating that you are registering the exchange
offer in reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 2

 Summary, page 1

 Our Company, page 1

2. Please revise the first paragraph of this sec tion and specifically the last sentence to add
balancing language regarding your net loss fo r the twelve months ended September 30,
2011.
 Exhibit 5.2

3. Please refer to the last paragr aph on page F-2.  Please delete  the qualificati on contained in
the second sentence.

4. Please refer to the second paragraph on pa ge F-3.  Please delete the assumptions
contained in clauses (vii) and (viii).  Please also delete th e phrase “and that the execution,
delivery and performance by each of the Corpor ations of the Transaction Documents to
which it is a party are necessa ry and convenient to the conduc t, promotion or attainment
of the business of such Corporation” from clause (ix).

5. Please delete the assumptions contained in clause (C) on page F-5.

Exhibit 5.4

6. Please refer to the Assumptions section.  Pleas e delete the assumptions contained in the
first paragraph on page 4.

7. Please refer to the Qualifications and Exceptions  section.  Please dele te the qualifications
contained in the second to last paragraph on page 4.

8. Please refer to the Reliance sec tion.  Please delete the last se ntence of the last paragraph
on page 5.
 Exhibit 5.5

9. Please delete the assumptions contained in clause s (e), (g), (h), (i), (k) and (l) on pages 3
and 4.
 Exhibit 5.6

10. Please refer to the assumptions beginning on page 2.  Please delete the assumption
contained in clause (2).

11. Please refer to the assumptions beginning on pa ge 2.  Please delete the last sentence of
the assumption contained in clause (3).

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 3

Exhibit 5.8

12. Please refer to the first paragraph on page 4.  Please delete the qualification added to the
second sentence beginning w ith the phrase “provided , however .”

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.

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 4

 Please contact Donald E. Field at (202) 551-3680 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
  cc:  Via E-mail

Matthew E. Kaplan, Esq.