Ferish Patel T: +65 6962 7510 fpatel@cooley.com | VIA EDGAR |
October 9, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Jeffrey Gabor |
Dorrie Yale |
Nudrat Salik |
Brian Cascio |
Re: | Opthea Limited |
Registration Statement on Form F-1 |
Filed September 24, 2020 |
File No. 333-249020 |
Ladies and Gentlemen:
On behalf of Opthea Limited (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated October 5, 2020 with respect to the Company’s Registration Statement on Form F-1, filed on September 24, 2020. The Company is concurrently filing the Amendment No. 1 to the Registration Statement on Form F-1, which includes changes made in response to the Comment and certain other changes (the “Amended Registration Statement”).
Set forth below is the Company’s response to the Comment, which for your convenience we have incorporated into this response letter. Capitalized terms used in this response letter but not otherwise defined in this response letter shall have the meanings set forth in the Amended Registration Statement.
Registration Statement on Form F-1
Exhibits
1. | It is inappropriate to include assumptions that are too broad or assume material facts underlying the opinion. The assumptions set forth in paragraphs (i) and (j) of your Exhibit 5.1 opinion appear to assume material facts related to the issue of whether the shares will be validly issued. Please file an amended 5.1 opinion that does not include these assumptions or explain why each such assumption is necessary and appropriate. For guidance, please see Section II.B.3.a of Staff Legal Bulletin No. 19. |
The Company respectfully advises the Staff that it has filed an amended opinion as Exhibit 5.1 to the Amended Registration Statement.
10 Collyer Quay Level 37 Ocean Financial Centre Singapore, 049315
t: +65 6962 7500 f: +65 6962 7501 cooley.com
October 9, 2020
Page Two
The Company respectfully requests the Staff’s assistance in completing the review of this response letter. Please contact me at +65 6962 7510 or Div Gupta at with any questions or further comments regarding our responses to the Staff’s Comment. Thank you in advance for your attention to this matter.
Sincerely,
Cooley LLP
/s/ Ferish Patel |
Ferish Patel |
cc: | Megan Baldwin, Ph.D., Opthea Limited |
Mike Tonroe, Opthea Limited
Divakar Gupta, Cooley LLP
Brent Siler, Cooley LLP
John McKenna, Cooley LLP
Milson Yu, Cooley LLP
Edwin O’Connor, Goodwin & Procter LLP
Seo Salimi, Goodwin & Procter LLP
10 Collyer Quay Level 37 Ocean Financial Centre Singapore, 049315
t: +65 6962 7500 f: +65 6962 7501 cooley.com