View:
United States securities and exchange commission logo
June 4, 2024
Hezron Lopez
Executive Vice President
WillScot Mobile Mini Holdings Corp.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
Re: WillScot Mobile
Mini Holdings Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 20, 2024
File No. 333-278544
Dear Hezron Lopez:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our April 30, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4 filed May 20, 2024
Exhibit 5.1 Opinion of Allen Overy Shearman Sterling US LLP regarding
the validity of
WillScot Mobile Mini Common Stock being registered
1. Please have legal
counsel revise its opinion to permit reliance on the opinion by investors.
In this regard, we note
the limitation on reliance contained in the final paragraph of the
opinion. For guidance,
please refer to Section II.B.3.d of Staff Legal Bulletin No. 19
(October 14, 2011),
which is available on our website.
Exhibit 8.1 Opinion of Allen Overy Shearman Sterling US LLP as to
certain tax matters
Exhibit 8.2 Opinion of Morrison & Foerster LLP as to certain tax matters
2. Please have each legal
counsel revise its opinion to state that the relevant tax disclosure in
the prospectus is the
opinion of counsel. For guidance, please refer to Sections III.B.2 and
II.C.2 of Staff Legal
Bulletin No. 19.
Hezron Lopez
WillScot Mobile Mini Holdings Corp.
June 4, 2024
Page 2
Please contact Jenna Hough at 202-551-3063 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
FirstName LastNameHezron Lopez
Division of Corporation
Finance
Comapany NameWillScot Mobile Mini Holdings Corp.
Office of Trade &
Services
June 4, 2024 Page 2
cc: Jeffrey J. Pellegrino
FirstName LastName