Securities Exchange Act of 1933
Section 2(a)(1)

November 27, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if MnSP, in reliance on your opinion of counsel that its existing shares of common stock, Class A preferred stock and patronage equities, and its proposed common units, Class A preferred units and patronage equities, are not securities as defined in Section 2(a)(1) of the Securities Act, offers and sells the proposed common units, Class A preferred units and patronage equities without compliance with the registration requirements of the Securities Act.

In addition, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that the transaction is not a sale within the meaning of Section 2(a)(3) of the Securities Act and Rule 145 thereunder, MnSP issues Class B preferred units to holders of Class B preferred stock in the proposed conversion without registration under the Securities Act.

These positions are based upon the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/minnesotasoybean112712-2a1.htm