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| FAX | 804 • 788 • 8218 | |||
| FILE NO: 68139.1004 | ||||
November 20, 2009
VIA FACSIMILE
Mr. Thomas Kluck
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Ellington Financial LLC |
| Registration Statement on Form S-11 (No. 333-160562) |
Dear Mr. Kluck:
Reference is made to Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form S-11 filed by Ellington Financial LLC (the “Company”) with the Securities and Exchange Commission (the “Commission”) on November 20, 2009. Reference is also made to that certain letter, dated November 20, 2009, from Daniel M. LeBey of Hunton & Williams LLP to you, which letter responded to certain comments of the staff of the Commission’s Division of Corporation Finance set forth in a letter, dated November 13, 2009 (the “Comment Letter “), from you to Laurence Penn of the Company. In the Company’s response to Staff comment 3 of the Comment Letter, we agreed to provide supplementally to the Commission a copy of each of the legality and tax opinions of our firm to be filed as Exhibits 5.1 and 8.1, respectively, to the Company’s Registration Statement. In connection therewith, please find attached as (i) Exhibit A the form of opinion of Hunton & Williams LLP opining as to the validity of the securities being registered by the Registration Statement and (ii) Exhibit B the form of opinion of Hunton & Williams LLP opining as to certain tax matters. We intend to file these opinions with the Commission in a subsequent pre-effective amendment to the Registration Statement.
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 804-787-8193 or Daniel M. LeBey at 804-788-7366.
Very truly yours,
/s/ Ashton J. Harris
Ashton J. Harris
| Mr. | Thomas Kluck |
November 20, 2009
Page 2
| cc: | Yolanda Crittendon |
| Cicely LaMothe |
| Duc Dang |
| Rochelle Plesset |
| Laurence Penn |
| Eric Bothwell |
| S. Gregory Cope |
| Valerie Ford Jacob |
| Paul D. Tropp |
| Charles Cotter |
| Attachment |
Exhibit A
Opinion of Hunton & Williams LLP Opining as to the Validity of the Securities
Exhibit B
Opinion of Hunton & Williams LLP Opining as to Certain Tax Matters