TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 7, 2020 Michael A. Bender Chief Financial Officer Pacific Oak Strategic Opportunity REIT, Inc. 11150 Santa Monica Blvd., Suite 400 Los Angeles, California 90025 Re: Pacific Oak Strategic Opportunity REIT, Inc. Registration Statement on Form S-4 Filed June 15, 2020 File No. 333-239187 Dear Mr. Bender: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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 comment, we may have additional comments. Registration Statement on Form S-4 Forum for Certain Litigation, page 201 1. We note that your forum selection provision identifies the Circuit Court for Baltimore City as the exclusive forum for certain litigation, including any derivative action. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such Michael A. Bender Pacific Oak Strategic Opportunity REIT, Inc. July 7, 2020 Page 2 provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any questions. Sincerely, FirstName LastNameMichael A. Bender Division of Corporation Finance Comapany NamePacific Oak Strategic Opportunity REIT, Inc. Office of Real Estate & Construction July 7, 2020 Page 2 cc: Robert H. Bergdolt, Esq. FirstName LastName