SEC Comment Letter for Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326) (CCEC) — Dec 5, 2011

Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326)
Date: Dec. 5, 2011 · CIK: 0001392326 · Accession: 0000000000-11-069821

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AI Filing Summary & Sentiment

File numbers found in text: 333-177491

Referenced dates: November 14, 2011

Date

December 5, 2011

Author

Not clearly detected

Form

UPLOAD

Company

Capital Clean Energy Carriers Corp. (CCEC) (CIK 0001392326)

Letter

December 5, 2011 Via E-mail

Ioannis E. Lazaridis Chief Executive Officer Capital GP L.L.C. 3 Iassonos Street Piraeus, 18537 Greece Re: Capital Product Partners L.P. Amendment No. 1 to the Registration Statement on Form F-3 Filed November 23, 2011 File No. 333-177491 Dear Mr. Lazaridis:

We note your response to our letter dated November 14, 2011 and have the following additional comment. Exhibit 5.1

1. We note that the revised opinion as to valid ex istence of the Partners hip relies solely on a Certificate of Goodstanding issued November 22, 2011. It is not appropriate for counsel to limit the documents it examines when re ndering its opinion and this language is inconsistent with clause (iv) of the second paragraph on pa ge one. Please have counsel revise the opinion accordingly.

Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3642 with any questions you may have. Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen S p e c i a l C o u n s e l cc: Jay Clayton, Esq. Sullivan & Cromwell LLP

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December 5, 2011
 Via E-mail

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
Re: Capital Product Partners L.P.
Amendment No. 1 to the Registration Statement on Form F-3  Filed November 23, 2011
  File No. 333-177491
Dear Mr. Lazaridis:

We note your response to our  letter dated November 14, 2011 and have the following
additional comment.    Exhibit 5.1

1. We note that the revised opinion as to valid ex istence of the Partners hip relies solely on a
Certificate of Goodstanding issued November 22, 2011.  It is not appropriate for counsel
to limit the documents it examines when re ndering its opinion and this language is
inconsistent with clause (iv)  of the second paragraph on pa ge one.  Please have counsel
revise the opinion accordingly.

Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3642 with any
questions you may have.
Sincerely,

        /s/ Loan Lauren P. Nguyen

        Loan Lauren P. Nguyen         S p e c i a l  C o u n s e l    cc: Jay Clayton, Esq.  Sullivan & Cromwell LLP

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