CORRESP

MORGAN STANLEY & CO LLC

1585 Broadway

New York, New York 10036

 

J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, New York 10179

 

JEFFERIES LLC

520 Madison Avenue

New York, New York 10022

June 2, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4546

Washington, D.C. 20549

 

Attn:

Ms. Jenn Do

 

Ms. Lisa Vanjoske

 

Mr. Jeffrey Gabor

 

Ms. Celeste Murphy

 

Re:

Legend Biotech Corporation

 

Registration Statement on Form F-1

 

File No. 333-238232

 

 

Acceleration Request

Requested Date:         Thursday, June 4, 2020

Requested Time:         4:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of Legend Biotech Corporation (the “Registrant”) that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-238232) (the “Registration Statement”) be accelerated so as to permit it to become effective on June 4, 2020, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 1,555 copies of the Preliminary Prospectus dated May 29, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.


Very truly yours,
                           MORGAN STANLEY & CO. LLC
  By:  

/s/ Kalli Dircks

    Name: Kalli Dircks
    Title:   Executive Director
  J.P. MORGAN SECURITIES LLC
  By:  

/s/ David Ke

    Name: David Ke
    Title:   Executive Director
  JEFFERIES LLC
  By:  

/s/ Michael Brinkman

    Name: Michael Brinkman
    Title:   Managing Director

[Signature Page to Acceleration Request]