SEC Division of Corporation Finance no-action letter: Tesoro Viejo Master Mutual Water Company

Allen Matkins
Allen Matkins Leck Gamble Mallory & Natsis LLP Attomeys at Law 1900 Main Street, 5s Floor I lrvine, CA92614-7321 Teleplrone: 949. 553. I 3 I 3 | Facsimile: 949.553.8354 www.allenmatkins, com Keith Paul Bishop E-mail : kbishop@allenmatkins.com Direct Dial: 949.85 1.5428 File Number: 37 243 1 -000021 OC 1 1 923 8 1.08 Securities Act of 1933, I 2(aXl) and Q 5 Securities Exchanee Act of 1934, Q 3(aX10) and Q l2(e) Via Electronic Mail Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Tesoro Vie o Master Mutual Water C Dear Sir or Madam:
Tesoro Viejo Master Mutual Water Company ("TVMMWC") is a mutual water company organized pursuant to the California General Corporation Law ("GCL") as well as other provisions of the California Corporations Code governing mutual water companies. TVMMWC is proposing to offer shares of its common stock for sale without registration under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 7934, as amended (the "Exchange Act" and together with the Securities Act, the "Securities Acts"). On behalf of TVMMWC, we request that the Division of Corporation Finance (the 'oDivision") advise us that it will not recommend to the Securities and Exchange Commission (the "Commission") that it take any enforcement action against TVMMWC if TVMMWC offers and sells shares of its common stock to lot purchasers, makes assessments on those shares, and permits the resale of such shares by lot owners, in the mannet and under the circumstances described below, without registration of such TVMMWC shares under Section 5 of the Securities Act and
Section 12(g) of the Exchange Act.
Los Angeles I Orange County I San Diego I Century City I San Francisco