Correspondence 0001193125-23-036330 from Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Date: Feb. 13, 2023 · CIK: 0001939433 · Accession: 0001193125-23-036330
AI Filing Summary & Sentiment
File numbers found in text: 333-269416
Referenced dates: February 9, 2023
Letter
VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Dear Mr. Holt:
On behalf of Cohen & Steers Income Opportunities REIT, Inc. (the “Company”), we hereby transmit via EDGAR for filing with the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission an exhibits only Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (“Amendment No. 1”) relating to the proposed public offering of shares of the Company’s common stock. The Company has prepared Amendment No. 1 in response to the Staff’s comment in its letter dated February 9, 2023, relating to the above-referenced Registration Statement (the “Comment Letter”).
To assist your review, we have retyped the text of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by the Company. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.
Registration Statement on Form S-11 filed January 25, 2023
U.S. Securities and Exchange Commission
February 13, 2023
Exhibits
1. Please revise the legal opinion filed as Exhibit 5.1. The opinion should not assume material facts underlying the opinion. In this regard, we note that the opinion assumes that upon issuance, the total number of shares issued and outstanding will not exceed the total number of shares the company is then authorized to issue. However, this assumption goes to whether the shares will be validly issued. See Item II.B.3.a. of Staff Legal Bulletin No. 19.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that Maryland counsel has revised assumption 6 of Exhibit 5.1 to clarify that the Company will have sufficient authorized shares as of the date of the opinion to comply with Staff Legal Bulletin II.B.3.a. The Company has filed a revised Exhibit 5.1 with Amendment No. 1.
* * * * *
U.S. Securities and Exchange Commission
February 13, 2023
Please do not hesitate to call me at 212-455-2516 or Ryan Bekkerus at 212-455-2293 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Benjamin Wells
Show Raw Text
CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number +1-212-455-2516 E-mail Address bwells@stblaw.com February 13, 2023 VIA EDGAR Re: Cohen & Steers Income Opportunities REIT, Inc. Registration Statement on Form S-11 Filed January 25, 2023 File No. 333-269416 CIK No. 0001939433 Mr. Benjamin Holt Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Holt: On behalf of Cohen & Steers Income Opportunities REIT, Inc. (the “Company”), we hereby transmit via EDGAR for filing with the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission an exhibits only Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (“Amendment No. 1”) relating to the proposed public offering of shares of the Company’s common stock. The Company has prepared Amendment No. 1 in response to the Staff’s comment in its letter dated February 9, 2023, relating to the above-referenced Registration Statement (the “Comment Letter”). To assist your review, we have retyped the text of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by the Company. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1. Registration Statement on Form S-11 filed January 25, 2023 U.S. Securities and Exchange Commission February 13, 2023 Exhibits 1. Please revise the legal opinion filed as Exhibit 5.1. The opinion should not assume material facts underlying the opinion. In this regard, we note that the opinion assumes that upon issuance, the total number of shares issued and outstanding will not exceed the total number of shares the company is then authorized to issue. However, this assumption goes to whether the shares will be validly issued. See Item II.B.3.a. of Staff Legal Bulletin No. 19. Response: In response to the Staff’s comment, the Company respectfully advises the Staff that Maryland counsel has revised assumption 6 of Exhibit 5.1 to clarify that the Company will have sufficient authorized shares as of the date of the opinion to comply with Staff Legal Bulletin II.B.3.a. The Company has filed a revised Exhibit 5.1 with Amendment No. 1. * * * * * 2 U.S. Securities and Exchange Commission February 13, 2023 Please do not hesitate to call me at 212-455-2516 or Ryan Bekkerus at 212-455-2293 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses. Very truly yours, /s/ Benjamin Wells Benjamin Wells cc: U.S. Securities and Exchange Commission Jeffrey Gabor Jeffrey Lewis Kristina Marrone Cohen & Steers Income Opportunities REIT, Inc. Francis C. Poli Terri Liftin Jeffrey Pike 3