Report of Independent Registered Public Accounting Firm

To the Members and
Board of Directors of UBS Equity Opportunity Fund, L.L.C.

In planning and performing our audit of the financial statements of
UBS Equity Opportunity Fund, L.L.C. (the Fund) as of and for the
year ended December 31, 2008, in accordance with the standards of
the Public Company Accounting Oversight Board (United States), we
considered the Fund's internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over
financial reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls. A Fund's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles. A Fund's internal control
over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Fund; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures
of the Fund are being made only in accordance with authorizations of
management and directors of the Fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a Fund's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Fund's
annual or interim financial statements will not be prevented or
detected on a timely basis.
Our consideration of Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United
States). However, we noted no deficiencies in the Fund's internal
control over financial reporting and its operation, including
controls over safeguarding securities, that we consider to be a
material weakness as defined above as of December 31, 2008.

This report is intended solely for the information and use of
management and the Board of Directors of UBS Equity Opportunity
Fund, L.L.C. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.



Ernst & Young LLP
February 23, 2009
New York, NY