Rule 14a-8(e)(2) under the Securities Exchange Act of 1934

February 10, 2021

Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001

Re: ClearBridge Energy Midstream Opportunity Fund Inc. -- Omission of Shareholder Proposal
       Submitted by Spencer McGowan Pursuant to Rule 14a-8

Dear Mr. Brizek:

In a letter dated January 12, 2021, on behalf of ClearBridge Energy Midstream Opportunity Fund Inc. (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission if a shareholder proposal (the “Proposal”) submitted by Spencer McGowan, owner of McGowanGroup Asset Management Inc., is omitted from the proxy materials for the Fund’s 2021 annual meeting of shareholders.

The Proposal provides:

BE IT RESOLVED, that the shareholders of ClearBridge Energy Midstream Opportunity Fund, Inc…., assembled at the annual meeting in person and by proxy, request that the Board of Directors…authorize and take all steps necessary to pursue a self-tender offer for at least 30% of outstanding common shares of the Fund at net asset value (“NAV”).

You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal from the 2021 proxy materials for the next scheduled stockholder meeting of the Fund pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

There appears to be some basis for your view that the Fund may exclude the Proposal under Rule 14a-8(e)(2) because the Fund received it after the deadline for submitting proposals. Accordingly, we would not recommend enforcement action to the Commission if the Fund omits the Proposal from the 2021 proxy materials in reliance on Rule 14a-8(e)(2).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6779.

Attachment
cc:  Spencer McGowan (via email)