SEC Company Response from Masterworks 005, LLC (CIK 0001794758) — Jan 3, 2020

Masterworks 005, LLC (CIK 0001794758)
Date: Jan. 3, 2020 · CIK: 0001794758 · Accession: 0001493152-20-000149

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AI Filing Summary & Sentiment

File numbers found in text: 024-11125

Date

November 29, 2019

Author

005, LLC

Form

CORRESP

Company

Masterworks 005, LLC (CIK 0001794758)

Letter

Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission File No. 024-11125 Acceleration Request Requested Date: January 7, 2019 Requested Time: 5:00 PM Eastern Time

Dear Sir or Madam:

Masterworks 005, LLC (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Josh Goldstein, inhouse legal counsel, and or Craig D. Linder, who is an attorney with the Company’s outside legal counsel, Anthony L.G., PLLC, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

● should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission 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 qualified, 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 the staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company also agrees that it will only sell shares of its Class A ordinary shares pursuant to the subject Offering Statement in states where the offering is registered or where there is an applicable exemption from the applicable state’s securities law available.

Securities and Exchange Commission

January 3, 2020

Page

The Company requests that it be notified of such qualification by a telephone call to Josh Goldstein at (646) 263 6995 or email to him at: jgoldstein@masterworks.io.

Very
truly yours,
MASTERWORKS
005, LLC

Show Raw Text

CORRESP
1
filename1.htm

MASTERWORKS
005, LLC

497
Broome Street

New
York, New York 10013

Phone:
(203) 518-5172

January
3, 2019

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Masterworks
    005, LLC

    Offering
    Statement on Form 1-A

    Filed
    November 29, 2019

    File
    No. 024-11125

Acceleration
Request

Requested
Date: January 7, 2019

Requested
Time: 5:00 PM Eastern Time

Dear
Sir or Madam:

Masterworks
005, LLC (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable.

The
Company hereby authorizes Josh Goldstein, inhouse legal counsel, and or Craig D. Linder, who is an attorney with the Company’s
outside legal counsel, Anthony L.G., PLLC, to orally modify or withdraw this request for acceleration.

The
Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does
    not foreclose the Commission 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 qualified, 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 the staff comments and the declaration of qualification as a defense in any proceeding initiated by
    the Commission or any person under the federal securities laws of the United States.

The
Company also agrees that it will only sell shares of its Class A ordinary shares pursuant to the subject Offering Statement in
states where the offering is registered or where there is an applicable exemption from the applicable state’s securities
law available.

Securities
and Exchange Commission

January
3, 2020

Page
2

The
Company requests that it be notified of such qualification by a telephone call to Josh Goldstein at (646) 263 6995 or email to
him at: jgoldstein@masterworks.io.

    Very
    truly yours,

    MASTERWORKS
    005, LLC

    By:
    /s/
    Joshua B. Goldstein

    Joshua
    B. Goldstein

    General
    Counsel and Secretary

SecProbe.io