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Donald T. Locke, Attorney at Law

10505 Byrum Woods Drive

Raleigh, NC 27613

Email: donlocke2244@gmail.com

Cell: (919) 264-4081

May 24, 2023

By Email – ParkKi@SEC.GOV; NicholsonKe@SEC.GOV

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attn: Kibum Park

Kenisha Nicholson

Re: Norhart Invest LLC (the “Company”)
Revised Response to SEC Comments on Amendment No. 2 to Offering Statement on Form 1-A Filed April 26, 2023;

File No. 024-12163

Dear Mr. Park and Ms. Nicholson:

We are submitting this letter
on behalf of our client, Norhart Invest LLC (the “Company”), in response to the written comments of the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in your letter
dated May 10, 2023 (the “Comment Letter”) in connection with the Company’s Amendment No. 2 to Offering Statement
on Form 1-A, as submitted to the SEC on April 26, 2023 (the “Offering Circular Amendment”).

For your convenience, our
responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained
in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have their respective meanings given to such terms in the Offering Circular
Amendment. All page number references in the Company’s responses are to page numbers in the Offering Circular Amendment, which is
being refiled concurrently with this response.

Please note that the Company
will be changing the term “Series A ‘Floating’ Promissory Notes” throughout the Offering Circular Amendment
and this Response to the Staff to “Series A ‘Flexible’ Promissory Notes”.

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Amendment No. 2 to Form 1-A filed April 26,
2023

General

    1.
    Form 1-A requires that issuers specify the price of the securities being offered. This means that the interest rate payable on the note must be calculable by investors or determined by reference to a formula with publicly available inputs (for example, by reference to a benchmark). Your ability to change interest rates for the Series A “Flexible” Promissory Notes is within your complete discretion and therefore lacks transparency that is present when a rate is calculable by investors or determined by reference to a formula with publicly available inputs. Please revise your pricing method for the Series A “Flexible” Promissory Notes to comply with Regulation A. For additional guidance, please see Note 2 of Item 501(b)(3) from Regulation S-K.

    Response: The Company appreciates the opportunity to discuss this comment and the other comments with the Staff on May 19, 2023.  Based on your feedback, the interest rate payable on the Series A “Flexible” Promissory Notes (the “Series A Interest Rate”) shall adjust as of the first (1st) business day of each month and shall be equivalent to the Secured Overnight Financing Rate (the “SOFR”) minus 55 basis points; provided however, that the Series A Interest Rate shall never be less than 0.25%. As of May 22, 2023, the interest rate payable on the Series A “Flexible” Promissory Notes using this calculation would be 4.50%.   The Company is using SOFR as published by the Federal Reserve Bank of New York on their website, newyorkfed.org.  The Company will not have the flexibility to change the rate in its discretion, as noted by its previous filings.

    New language has been added on each of pages 3 and 5 of the Offering Circular Amendment and throughout the Offering Circular to address this issue and to guide an investor to the website to find the current SOFR as published by the New York Fed.

    2.
    We note that on page 2 and 23 you state that you “may offer Series B “Fixed” Promissory Notes” and that on page 21 you “may offer [p]romissory [n]otes.” (Emphasis added). To comply with Rule 251(d)(3)(i)(F), the offering of the Series A notes, and Series B notes must commence within two calendar days after the qualification date and be offered continuously thereafter. Please revise your disclosure to confirm that you will offer the Series A notes and Series B notes in compliance with Rule 251(d)(3)(i)(F).

    Response: The Company acknowledges this Comment and has modified the Offering Circular to make it clear that it “will” commence the offering within two calendar days after qualification. We have added language on pages 2, 21 and 23 of Amendment No. 3 to the Offering Circular to address this Comment.

    3.
    Rule 253(b)(4) requires that you fix the volume of securities that you are qualifying in this offering. Please state the number of Series A notes and the number of Series B notes you intend to qualify in this offering.

    Response: We have added language on the cover page and page 2 of Amendment No. 3 to the Offering Circular to delineate the denomination of notes to be offered. We have indicated that a total of $37,500,000 of the Series A notes and that a total of $37,500,000 of the Series B notes will be qualified in Amendment No. 3 to the Offering Circular.

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    4.
    Your response to comment 1 indicates that you intend to rely on Rule 253(b) to change the interest rate on the notes. Please note that Rule 253(b) and (g)(1) are only available for the initial supplement filed after qualification for the purposes of providing the pricing-related information omitted at qualification in reliance on Rule 253(b).

    Response: The Company acknowledges this Comment and submits that it will not rely on Rule 253(b) nor 253(g)(1) to fix the pricing of the Promissory Notes.  Instead, it will rely on Rule 252(g)(3) to disclose the current price of the Series A “Flexible” Promissory Notes on a quarterly basis for information purposes only.  As noted in the Company’s response to Comment No. 1, should the Company desire to change the methodology of calculating the interest rate of the Series A “Flexible” Promissory Notes to a rate other than SOFR-55 basis points, it will not do so until a post-qualification amendment to the Offering Statement is qualified by the Staff.

    5.
    We note your response to comment 2. Please be advised that we are considering further the rollover feature of the Series B “Fixed” Promissory Notes and may have additional comments.

    Response: The Company acknowledges this Comment.

Investor Series
A “Flexible” Promissory Notes Redemption Right, page 3

    6.
    We reissue comment 4. Please describe in this section the specific risks resulting in the company’s inability to pay all of the Series A “Flexible” Promissory Notes as they are redeemed.

    Response: The Company acknowledges the comment and has made the appropriate disclosure to the repayment risks.

    Please see the Risk Factor “Our risk management efforts may not be effective.” on page 10 of Amendment No. 3 to the Offering Circular.

Risk Factors

The Promissory Note Purchase Agreement limits
your rights in some important respects, page 7

    7.
    In response to comment 5, we note your disclosure that investors “cannot waive compliance with federal securities laws and the rules and regulations thereunder.” Additionally, please disclose whether the arbitration provision applies to purchasers in secondary transactions.

    Response: The Company acknowledges this Comment.  The arbitration provision “runs with the Promissory Notes” and applies to any holder of the Promissory Notes for their life. The forms of the Promissory Notes have been modified to make this clearer.  See page 3 of Exhibit 3.1 to the Offering Circular and page 3 of Exhibit 3.2 to the Offering Circular.

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Use of Proceeds, page 14

    8.
    It appears that you intend to use the proceeds from this offering to acquire securities of your affiliate. For example, on page 14, you indicate that you may acquire preferred equity, and, on page 20, you indicate that you “will use the proceeds of this offering primarily to purchase investments originated by Norhart” Please note that to the extent you engage in the business of acquiring securities of another entity, you are engaged in a distribution of the securities of that entity. See Securities Act Rule 140. To the extent you intend to acquire securities of an affiliate, please identify such affiliate as co-issuer of the securities in this offering and Norhart Invest as underwriter of that affiliate’s securities. In addition, please explain how you will comply with Securities Act Rule 251(b)(4).

    Response: The Company acknowledges this Comment. The Company has modified the disclosure in Amendment No. 3 to the Offering Circular to make it clear that it intends to use the proceeds of the offering to make real estate loans to, and acquire real estate loans from, Norhart and other real estate companies on an arm’s length basis.  Regarding Rules 140 and 251(b)(4), the Company does not intend to acquire securities of Norhart entities or other securities (as defined and understood under the Investment Company Act of 1940, as amended (the “1940 Act”)) in any meaningful amount. It will therefore not be an “investment company” nor required to register as an investment company under the 1940 Act, as securities will not comprise at least 40% of its assets, as defined and interpreted by the 1940 Act.

Please feel free to contact
the undersigned at (919) 264-4081 to discuss any of the above comments or responses.

    Sincerely,

    /s/ Donald T. Locke

    Donald T. Locke

    cc:
    Tim Libertini

    Brian Korn

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