SecProbe.io

CORRESP
1
filename1.htm

corresp

Orion Energy Systems, Inc.

1204 Pilgrim Road

Plymouth, WI 53073

December 14, 2007

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

    Orion Energy Systems, Inc.

Registration Statement on Form S-1

File No. 333-145569

Ladies and Gentlemen:

     Orion Energy Systems, Inc. (the “Company”), in response to the comments of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
letters with respect to the above-referenced filing (the “Registration Statement”), hereby
acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

    •

    the Company 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.

    Very truly yours,

ORION ENERGY SYSTEMS, INC.

    /s/ Neal R. Verfuerth

    Neal R. Verfuerth

    President and Chief Executive Officer

    ATTORNEYS AT LAW

    777 EAST WISCONSIN AVENUE

    MILWAUKEE, WI 53202-5306

    December 14, 2007

    414.271.2400 TEL

    414.297.4900 FAX

    www.foley.com

    CLIENT/MATTER NUMBER

    042365-0111

Mr. Russell Mancuso

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Orion Energy Systems, Inc.

Registration Statement on Form S-1 (Registration No. 333-145569)

Dear Mr. Mancuso:

     On behalf of Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), we are
enclosing the Company’s request for acceleration of the effective date of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended. As
indicated in the acceleration request, it is respectfully requested that the above-referenced
Registration Statement be declared effective at 10:00 A.M., Eastern Time, on Tuesday, December 18,
2007, or as soon as is practicable thereafter. We are also enclosing an acceleration request and information regarding
the distribution of preliminary prospectuses as supplied by the
underwriters.

     Should any questions arise in connection with this filing or to advise that the Registration
Statement has been declared effective, please contact the undersigned at (414) 297-5662 or Peter C.
Underwood at (414) 297-5630.

    Very truly yours,

    /s/ Steven R. Barth

    Steven R. Barth

    cc:

    Joseph McCann

Dennis Hult

Kaitlin Tillan

     Securities and Exchange Commission

Neal R. Verfuerth

Daniel J. Waibel

Eric von Estorff

     Orion Energy Systems, Inc.

Carl R. Kugler

Peter C. Underwood

     Foley & Lardner LLP

Kirk A. Davenport II

Latham & Watkins LLP

    BOSTON

    JACKSONVILLE

    ORLANDO

    SILICON VALLEY

    BRUSSELS

    LOS ANGELES

    SACRAMENTO

    TALLAHASSEE

    CENTURY CITY

    MADISON

    SAN DIEGO

    TAMPA

    CHICAGO

    MILWAUKEE

    SAN DIEGO/DEL MAR

    TOKYO

    DETROIT

    NEW YORK

    SAN FRANCISCO

    WASHINGTON, D.C.

Orion Energy Systems, Inc.

1204 Pilgrim Road

Plymouth, WI 53073

(920) 892-9340

December 14, 2007

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Orion Energy Systems, Inc. —

Registration Statement on Form S-1 (Registration No. 333-145569)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned Registrant
hereby requests that the above-referenced Registration Statement be declared effective at 10:00
A.M., Eastern Time, on December 18, 2007, or as soon as is practicable thereafter.

    Very truly yours,

ORION ENERGY SYSTEMS, INC.

    By:
    /s/ Neal R. Verfuerth

    Neal R. Verfuerth

    President and Chief Executive Officer

December 14, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Russell Mancuso

    Re:

    Orion Energy Systems, Inc. (the “Registrant”) Registration Statement on Form S-1

(File No. 333-145569)

Ladies and Gentlemen:

     In connection with the proposed initial public offering of the Registrant’s shares of common
stock, we wish to advise you that we hereby join with the Registrant’s request that the effective
date of the above-captioned Registration Statement be accelerated so that the same will become
effective on December 18, 2007 at 10:00 a.m. (EST) or as soon as practicable thereafter.

     Supplemental information supplied under Rule 418(a)(7) under the Securities Act of 1933:

    (i)

    Date of Preliminary Prospectus: November 29, 2007.

    (ii)

    Dates of distribution: between November 29, 2007 and the date hereof.

    (iii)

    Number of prospective underwriters: three.

    (iv)

    Number of prospectuses distributed to prospective underwriters
pursuant to (iii) above: 3200.

    (v)

    Number of prospectuses distributed to others: 0

    (vi)

    We have been informed by the participating underwriters that they
have complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

    Very truly yours,

THOMAS WEISEL PARTNERS LLC

CANACCORD ADAMS INC.

PACIFIC GROWTH EQUITIES, LLC

    By:
    THOMAS WEISEL PARTNERS LLC

    By:
    /s/ Jack Helfand

    Name:
    Jack Helfand

    Title:
    General Counsel