| ||
| VIA EDGAR | 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax | |
| Sachin Kohli Sachin.Kohli@weil.com +1 212 310 8294 | ||
June 2, 2021
Division of Corporation Finance
Office of Trade & Services
Attn: Lilyanna Peyser, Special Counsel
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-7010
| Re: | Alight, Inc. |
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 27, 2021
File No. 333-254801
Dear Ms. Peyser:
On behalf of Alight, Inc. (Alight or the Company), please find below a response to the comment of the staff of the U.S. Securities and Exchange Commission (the Staff) contained in the Staffs letter dated June 2, 2021 (the Comment Letter) with regard to Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-254801) filed by the Company on May 27, 2021 (together with the exhibits thereto, the Registration Statement). In addition, the Company is filing concurrently with this letter Amendment No. 3 to the Registration Statement (Amendment No. 3), which includes revisions made to the Registration Statement in response to the Staffs comment.
For the convenience of the Staffs review, the headings and numbered paragraph below correspond to the headings and numbered comment in the Comment Letter.
| June 2, 2021 Page 2 |
|
Amendment No. 2 to Registration Statement on Form S-4 filed, May 27, 2021
Exhibit 5.1
| 1. | Please delete the inappropriate limitation contained in the penultimate paragraph. Limitations on reliance are not permitted, and purchasers of securities in the offering are entitled to rely on the opinion. Refer to Section II.3.d of Staff Legal Bulletin No. 19. |
The Company respectfully acknowledges the Staffs comment and has filed a new legal opinion of Weil, Gotshal & Manges LLP, which does not include the limitation previously contained in the penultimate paragraph, as Exhibit 5.1 to Amendment No. 3.
[Remainder of page intentionally left blank.]
| June 2, 2021 Page 3 |
|
If you have any questions or would like to discuss any of the responses, please do not hesitate to call Michael Aiello at (212) 310-8552 or me at (212) 310-8294.
| Sincerely, |
| /s/ Sachin Kohli |
| Sachin Kohli |
cc: Scott Stringer
Staff Accountant
SEC
Joel Parker
Staff Accountant
SEC
Katherine Bagley
Staff Attorney
SEC
Lilyanna Peyser
Special Counsel
SEC
Richard Massey
Chief Executive Officer
Alight, Inc.
Michael Aiello
Weil, Gotshal & Manges LLP