TEXT-EXTRACT 2 filename2.txt September 27, 2019 Neal J. Suit General Counsel and Secretary Legacy Housing Corp 1600 Airport Freeway, Suite 100 Bedford, Texas 76022 Re: Legacy Housing Corp Preliminary Proxy Statement on Schedule 14A Filed September 16, 2019 File No. 001-38761 Dear Mr. Suit: We have reviewed your filing and have the following comment. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed September 16, 2019 Comparison of Shareholder Rights Before and After the Reincorporation Forum Selection, page 23 1. We note that your forum selection provision in Article VIII of your Certificate of Formation to be adopted provides that it will not apply to actions arising under the Securities Act or Exchange Act. Please revise page 23 to disclose that the provision does not apply to 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. Neal J. Suit Legacy Housing Corp September 27, 2019 Page 2 Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any questions. Sincerely, FirstName LastNameNeal J. Suit Division of Corporation Finance Office of Manufacturing and Comapany NameLegacy Housing Corp Construction September 27, 2019 Page 2 cc: Spencer G. Feldman FirstName LastName