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U.S. Securities and Exchange Commission

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

October 25, 2018

Response of the Office of Chief Counsel
Division of Corporation Finance


Tesoro Viejo Master Mutual Water Company
Incoming letter dated October 9, 2018

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel that the shares of TVMMWC common stock are not securities, TVMMWC offers and sells the TVMMWC common stock without registration under the Securities Act and the Exchange Act.

This position is based on 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 conclusion on the question presented.


Matt S. McNair
Senior Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 10/25/18