Published on March 28, 2008
GREENBERG TRAURIG, LLP
Michael L. Kaplan
Tel. 602.445.8313
Fax 602.445.8615
KaplanM@gtlaw.com
Tel. 602.445.8313
Fax 602.445.8615
KaplanM@gtlaw.com
March 28, 2008
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re:
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TTM TECHNOLOGIES, INC. | |
Registration Statement on Form S-3 |
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File No. 333-148687 |
Ladies and Gentlemen:
On behalf of our client, TTM Technologies, Inc., a Delaware corporation (the Company),
transmitted herewith for filing under the Securities Act of 1933, as amended (the Securities
Act), and Regulation S-T adopted thereunder, is Amendment No. 2 to Registration Statement No.
333-148687 on Form S-3 and the exhibits thereto (Amendment No. 2). Amendment No. 2 reflects the
changes made to the Companys registration statement on Form S-3 (the Registration Statement) in
response to the Staffs comments set forth in the letter dated March 19, 2008 (the Comment
Letter) to Kenton K. Alder, Chief Executive Officer of the Company, as well as certain other
changes. The location of the changes made in Amendment No. 2 are indicated as required by
Regulation S-T.
With respect to the Comment Letter, the individual responses of the Company to each of the
Staffs comments, noting the location in Amendment No. 2 of any change incorporated in response to
a Staff comment, are set forth below. The headings and numbers of the responses coincide with the
headings and comment numbers set forth in the Comment Letter. In this letter, references to we,
our and us refer to the Company.
Registration Statement on Form S-3
Legal Opinion, Exhibit 5.1
1. Pursuant to the Staffs request, we have revised page 5 of the legal opinion filed as
Exhibit 5.1 to specifically cover New York law. We respectfully point the staff to the last two
lines of opinion #5 on page 4 of Exhibit 5.1 which reads: such Warrants will constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their
terms.
2. Pursuant to the Staffs request, we have revised page 5 of the legal opinion filed as
Exhibit 5.1 to remove the disclaimer against updating or supplementing the legal opinion and
replaced it with the following language:
The opinions expressed herein are as of the date hereof, and we
assume no obligation to advise you of any subsequent changes in the
facts stated or assumed herein or any subsequent changes in
applicable law.
Securities and Exchange Commission
March 28, 2008
Page 2
March 28, 2008
Page 2
We also recognize our requirement to file updated legal opinions at the time of each
takedown.
3. We confirm that we will file updated legal opinions with any future takedowns, which will
not include the assumptions relating to future actions of the board, the specific terms of the
securities, and the like.
Please call the undersigned with any questions or comments you may have regarding Amendment
No. 2. In addition, please send all written correspondence directly to the undersigned.
Very truly yours, |
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/s/ Michael L. Kaplan | ||||
Michael L. Kaplan | ||||
Enclosures
MLK:bmc
MLK:bmc
cc: Kenton K. Alder