SecProbe.io

United States securities and exchange commission logo
February 16, 2024
Daniel Vinson
Chief Executive Officer
Barclays Commercial Mortgage Securities LLC
745 Seventh Avenue
New York, NY 10019
Re:Barclays Commercial Mortgage Securities LLC
Amendment No. 1 to Registration Statement on Form SF-3
Filed February 2, 2024
File No. 333-276033
Dear Daniel Vinson:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 10, 2024 letter.
Amendment No. 1 to Registration Statement on Form SF-3 filed February 2, 2024
General
1.We note your response to prior comment 1 and reissue in part.  Specifically, we note your
statement that "[n]o affiliate of the Registrant has offered a class of asset-backed securities
involving the same asset class as this offering."  Records indicate, however, that Barclays
Commercial Mortgage Securities LLC, as depositor, has conducted numerous offerings of
asset-backed securities involving commercial mortgage loans through affiliated issuing
entities including, as examples only, recent registered offerings issued through the
following issuing entities: BBCMS Mortgage Trust 2024-C24, BBCMS Mortgage Trust
2023-5C23, and BBCMS Mortgage Trust 2023-C22.  Accordingly, please provide us with
the CIK for these and any other affiliate of the depositor, including issuing entities, that
have offered a class of asset-backed securities involving the same asset class as this
offering.

 FirstName LastNameDaniel Vinson
 Comapany NameBarclays Commercial Mortgage Securities LLC
 February 16, 2024 Page 2
 FirstName LastName
Daniel Vinson
Barclays Commercial Mortgage Securities LLC
February 16, 2024
Page 2
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
2.We note counsel's legal opinion, filed as Exhibit 5.1, is limited to the laws of the State of
New York and to the federal laws of the United States.  Please have counsel revise the
legal opinion or provide a separate legal opinion with respect to the laws of the State of
Delaware, as counsel must consider the law of the jurisdiction under which each registrant
is organized, including the depositor, which is a Delaware corporation, in order to provide
the opinions with respect to the certificates.  Refer to Sections II.B.1.b., II.B.1.e., and
II.B.3.b. of the Division of Corporation Finance Staff Legal Bulletin No. 19 ("Legality
and Tax Opinions in Registered Offerings").
            Please contact Jason Weidberg at 202-551-6892 or Kayla Roberts at 202-551-3490 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance