Handler Thayer, LLP (the “Firm”) is submitting this letter in response to the Securities and Exchange Commission’s (the “Commission”) request for comments to amend Rule 506 of Regulation D (“Rule 506”) under the Securities Act of 1933 (the “Securities Act”). The Firm appreciates this opportunity to comment on the matters discussed in the Commission’s proposed rule, “Eliminating the Prohibition against General Solicitation and General Advertising Rule 506 and Rule 144A Offerings” (the “Release”). Please be advised that the opinions in this letter are the Firm’s comments and not made on behalf of any client of the Firm.