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  Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

October 12, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attention: Mark Wojciechowski and John Cannarella

Re: OPAL Fuels Inc.

Form 10-K for the Fiscal Year ended December 31, 2022

Filed March 29, 2023

File No. 001-40272

Ladies and Gentlemen:

This letter sets forth the responses of OPAL Fuels
Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on September 15, 2023 concerning its Annual Report
on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 29, 2023 (the “Form 10-K”).
References in the text of the responses herein to captions and page numbers refer to the Company’s Form 10-K.

Form 10-K for the Fiscal Year ended December 31, 2022

Properties, page 55

1. We note you reference the Business section
for information regarding your RNG and renewable power projects and on page 10 you state that you own and operate 7 RNG projects and 18
renewable power projects, and you provide a list of RNG projects in operation and under construction, along with the design capacity in
MMbtus per year.

However, it appears you have limited similar
disclosure concerning the renewable power projects to page 66 of MD&A, where you provide a list of these projects along with their
nameplate capacity in MW per hour. We suggest that you reposition information regarding your physical properties to a common section of
the filing.

We believe that additional information should
be provided to comply with Instruction 1 to Item 102 of Regulation S-K, to include information that will reasonably inform investors as
to the suitability, adequacy, productive capacity, and extent of utilization.

For example, disclose the timeframes for
completion of the various RNG projects under construction, and the status of the renewable power projects such as the relevance and implications
of being an RNG conversion candidate and the timeframes for conversion completion for projects where you have indicated conversion is
possible.

Please also disclose the extent of utilization
of the various facilities for each period, relative to the design or nameplate capacity information you have disclosed and clarify whether
utilization has been consistent with your expectations.

RESPONSE:

The
Company acknowledges the Staff’s comment and advises the Staff that the Company will reposition information regarding its physical
properties to a common section and will take measures to ensure compliance with instruction 1 to Item 102 of Regulation S-K in future
filings.

Additionally,
the Company will present Design Capacity, Inlet Design Capacity Utilization and Utilization of Inlet Gas for its RNG facilities as well
as Nameplate Capacity and Nameplate Capacity Utilization for its Renewable Power facilities in future filings in the below format in response
to the Staff’s comment.

The
proposed table presents utilization for the Company’s various facilities on an aggregate basis for the period relative to design
and/or nameplate capacity information that was previously disclosed. The Company believes this presentation, including the accompanying
footnotes regarding its expectations for production in relation to nameplate capacity for capacity utilization, will be helpful for investors
in analyzing its operational performance and financial results.

The
Company has included additional footnote disclosure to discuss the relevance and implications of its RNG conversion candidates.

    Three Months Ended

September 30,
    Nine Months Ended

September 30,

    2023
    2022
    2023
    2022

    RNG Fuel Capacity and Utilization

    Design Capacity (Million MMBtus)(1)

    Volume of Inlet Gas (Million MMBtus)

    Inlet Design Capacity Utilization (%) (2) (3)

    RNG Fuel volume produced (Million MMBtus)

    Utilization of Inlet Gas (%) (3) (4)

(1) Design Capacity for RNG facilities is measured as the volume
of feedstock biogas that the facility is capable of accepting at the inlet and processing. Design Capacity is presented as OPAL’s
ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days
in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.

    2

(2) Inlet Design Capacity Utilization is measured as the Volume
of Inlet Gas, divided by the total Design Capacity. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the
quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction,
operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility
will typically be correlated to the amount of landfill gas expected to be generated by the landfill during the term of the related gas
rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next
several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature.

(3) Data not available for the Company’s dairy projects,
i.e., Sunoma and Biotown.

(4) Utilization of Inlet Gas is measured as RNG Fuel Produced
divided by Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and
the quality of landfill gas (i.e., concentrations of methane, oxygen, nitrogen, and other gases). The Company generally expects Utilization
of Inlet Gas to be in the range of 75-85%.

    Three Months Ended

September 30,
    Nine Months Ended

September 30,

    2023
    2022
    2023
    2022

    Renewable Power

    Nameplate Capacity (MW)(1)

    Nameplate Capacity for the period (MWh)(1)

    Renewable Power Produced (MWh)

    Nameplate Capacity Utilization (%) (2)

(1) Nameplate Capacity for Renewable Power facilities is the
manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which
depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility,
including dispatch and maintenance downtime, and (iii) actual efficiency of the facility.

(2) Nameplate Capacity Utilization for Renewable Power facilities
is measured as Renewable Power Produced divided by Nameplate Capacity for the period. Given (i) built-in un-utilized capacity from historical
designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations
of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby
basis but remain in the operating portfolio), the Company’s Nameplate Capacity Utilization is expected to remain below 50%.

    3

RNG Projects

Below is a table setting forth the RNG projects
in operation and construction in our portfolio:

    OPAL’s

Share of

Design

capacity

(MMbtus

per year) (1)
    Source of

biogas
    Ownership
(2)
    Expected

COD (5)

    RNG projects in operation:

    Greentree
      1,061,712
      LFG
      100 %
    N/A

    Imperial
      1,061,712
      LFG
      100 %
    N/A

    Emerald  (3) (4)
      1,327,140
      LFG
      50 %
    N/A

    New River
      663,570
      LFG
      100 %
    N/A

    Noble Road (3)
      464,499
      LFG
      50 %
    N/A

    Pine Bend (3)
      424,685
      LFG
      50 %
    N/A

    Biotown (3)
      48,573
      Dairy
      10 %
    N/A

    Sunoma
      192,350
      Dairy
      90 %
    N/A

    Sub total
      5,244,241

    RNG projects in construction:

    Prince William
      1,725,282
      LFG
      100 %
    [   ]

    Hilltop
      255,500
      Dairy
      100 %
    [   ]

    Vander Schaaf
      255,500
      Dairy
      100 %
    [   ]

    Polk County
      1,060,000
      LFG
      100 %
    [   ]

    Sapphire (3)
      796,284
      LFG
      50 %
    [   ]

    Sub total
      4,092,566

    Total
      9,336,807

(1) Reflects the Company’s ownership share of design capacity
for projects that are not 100% owned by the Company (i.e., net of joint venture partners’ ownership). Design capacity is measured
as the volume of feedstock biogas that the plant is capable of accepting at the inlet and processing and may not reflect actual production
of RNG from the projects, which will depend on many variables including, but not limited to, (i) quantity and quality of the biogas,
(ii) operational up-time of the facility and (iii) actual efficiency of the facility.

(2) Certain projects have provisions that will adjust or “flip”
the percentage of distributions to be made to us over time, typically triggered by achievement of hurdle rates that are calculated as
internal rates of return on capital invested in the project.

(3) We record our ownership interests in these projects as equity
method investments in our condensed consolidated financial statements.

(4) Emerald completed commissioning and commenced operations
during the third quarter of 2023.

(5) Expected Commercial Operation Date (“COD”) for
each of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and
are subject to change as a result of, among other factors out of the Company’s control, including: (i) regulatory/permitting approval
timing, (ii) disruption in supply chains and (iii) construction timing.

    4

Renewable Power Projects

Below is a table setting forth the Renewable Power
projects in operation in our portfolio:

    Nameplate

capacity

(MW per hour) (1)
    Current

RNG

conversion

candidates (2)

    Sycamore
      5.2
      Yes

    Lopez
      3.0
      -

    Miramar Energy
      3.2
      -

    San Marcos
      1.8
      -

    Santa Cruz
      1.6
      -

    San Diego - Miramar
      6.5
      -

    West Covina
      6.5
      -

    Port Charlotte
      2.9
      -

    Taunton
      3.6
      -

    Arbor Hills (3)
      28.9
      Yes

    C&C
      6.3
      -

    Albany
      5.9
      -

    Concord and CMS
      14.4
      Yes

    Pioneer
      8.0
      -

    Prince William I (4)
      1.9
      Yes

    Prince William II (5)
      4.8
      Yes

    Old Dominion
      8.0
      Yes

    Total
      112.5

(1) Nameplate Capacity is the manufacturer’s expected capacity
at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including,
but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual productivity of
the facility.

(2) We have determined that some of our Renewable Power Projects
are currently RNG conversion candidates. The Company identifies suitable RNG conversion candidates based on highest return of capital
which is driven by certain factors including, but not limited to (i) the quantity and quality of landfill gas, (ii) the proximity to
pipeline interconnect and (iii) the ability to enter into contracts, including site leases and gas rights agreements, with host sites.
The Company may change its decision to convert a Renewable Power Project into an RNG project in future. The Company believes disclosing
renewable power conversion candidates provides visibility into the effect of those conversions on the existing Renewable Power portfolio.

(3) Although the RNG conversion is completed, it is currently
contemplated that the Arbor Hills renewable power plant will continue limited operations on a stand-by, emergency basis through March
of 2031.

(4) It is currently contemplated that the Prince William I renewable
power plant will continue operations through approximately December 2023.

(5) It is currently contemplated that the Prince William II renewable
power plant will continue operations through approximately December 2023.

    5

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Key Components of Our Results of Operations

Operational Data, page 64

2. We understand from the tables on pages 64 and 65 that you
produced 2.2 million MMbtu’s during 2022 from RNG projects having a design capacity of 3.9 million MMBtu’s, indicating these
projects were performing at 56% of the design capacity.

Please expand your disclosures to clarify the extent to which
you expect this relationship between production and design capacity to continue or to change, and describe any underlying factors that
are reasonably likely to alter the relationship.

Please describe any uncertainties concerning variables that would
determine whether production at or near the design capacity is reasonably likely to occur.

RESPONSE:

The
Company acknowledges the Staff’s comment and advises the Staff that the Company will revise its disclosure to address the aforementioned
comment in future filings in the format described in response to Comment 1 above.

Comparison of the Years Ended December 31, 2022, and 2021

Revenues, page 67

3. We note your disclosures of changes in
revenues for RNG Fuel, Fuel Station Services, and Renewable Power, in which you identify various additional products, such as methanol
pathway credits, brown gas sales, environmental credits, and transportation fuel.

Please expand your disclosures to indicate
the extent to which material changes in net sales are attributable to changes in prices or to changes in the volume or the amount of goods
or services being sold to comply with Item 303(b)(2) of Regulation S-K.

Given the number of products identified,
it would be helpful to include a tabulation with comparative sales and volumetric details for each product.

Please include descriptions of the methanol
pathway credits and brown gas and provide any details necessary to understand the underlying drivers.

RESPONSE:

The
Company acknowledges the Staff’s comment and advises the Staff that the Company will include revised disclosures in future filings
in the below format. In response to the Staff’s request that the Company include volumetric details in the tabular portion of the
disclosure, the Company believes that a narrative description of the price and volume variances, as applicable, produced during a period
will be easier for investors to understand, as certain revenue line items are derived from more than a single category of product.

    6

Additionally,
the Company advises the Staff that it expects to update its segment reporting in future filings to include revenues associated with ISCC
Carbon Credits (previously referred to as “methanol pathway credits”) as part of our
Renewable Power segment instead of our RNG Fuel segment. The Company will make appropriate disclosures in the footnotes of the financial
statements to reflect this change. The table below shows product revenues by segment.

Revenues

The following table shows revenues earned by product for the three
and nine months ended September 30, 2023 and 2022:

    (in thousands)
    Three Months Ended September 30,
    Nine Months Ended September 30,

    2023
    2022
    $ Change
    2023
    2022
    $ Change

    RNG Fuel

    Brown gas sales

    Environmental attributes (1)

    Total RNG Fuel
      —

      —
      —

    Fuel Station Services

    OPAL owned stations

    RNG marketing

    Third party station service and maintenance

    Construction

    Total Fuel Station Services
      —

      —
      —

    Renewable Power

    E