| Owen J. Pinkerton | ||
| 202-216-4812 | ||
| opinkerton@mmmlaw.com | ||
| www.mmmlaw.com |
June 28, 2018
via edgar
Securities and Exchange Commission
Main Filing Desk
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jay Williamson
| Re: | Flat Rock Opportunity Fund | |
| Registration Statement on Form N-2 | ||
| Request for Acceleration | ||
| File Nos. 333-223112; 811-23328 |
Ladies and Gentlemen:
On behalf of Flat Rock Opportunity Fund (the “Fund”), enclosed for filing is the Fund’s request pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), for the acceleration of the effectiveness of the Fund’s Registration Statement on Form N-2 (File No. 333-223112) under the Act to immediate effectiveness on July 2, 2018 at 9:00 a.m. Eastern Daylight Time or as soon thereafter as is practicable.
If you have any questions, please do not hesitate to contact the undersigned at (202) 216-4812.
| Sincerely, | ||
| MORRIS, MANNING & MARTIN, LLP | ||
| By: | /s/ Owen J. Pinkerton | |
| Name: | Owen J. Pinkerton | |
| cc: | Robert K. Grunewald | |
| Richard A. Petrocelli |
Phone: 202.408.5153 | www.mmmlaw.com
1401 Eye Street, NW | Suite 600 | Washington, DC 20005
Atlanta • Washington, DC • Raleigh-Durham • Savannah
International Marketing Office: Beijing
Flat Rock Opportunity Fund
1350 6th Avenue, 18th Floor
New York, NY 10019
June 28, 2018
via edgar
Securities and Exchange Commission
Main Filing Desk
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jay Williamson
| Re: | Flat Rock Opportunity Fund | |
| Registration Statement on Form N-2 | ||
| Request for Acceleration | ||
| File Nos. 333-223112; 811-23328 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, amended (the “Act”), Flat Rock Opportunity Fund (the “Fund”) hereby requests acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (File No. 333-223112) under the Act to immediate effectiveness on July 2, 2018 at 9:00 a.m. Eastern Daylight Time or as soon thereafter as is practicable.
If you have any questions, please call me at (212) 596-3413.
| Sincerely, | ||
| Flat Rock Opportunity Fund | ||
| By: | /s/ Robert K. Grunewald | |
Name: Title: |
Robert K. Grunewald Chief Executive Officer | |
| cc: | Owen J. Pinkerton, Esq. |