Securities Exchange Act of 1934
Sections 13(a) and 15(d)

March 23, 2018

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if Behringer Harvard Opportunity REIT I does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its annual report on Form 10-K for the year ended December 31, 2017. In reaching this position, we particularly note the following:

• Behringer Harvard Opportunity REIT I's stockholders approved and adopted the Plan of Liquidation;
• Behringer Harvard Opportunity REIT I will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments, and expenses;
• Behringer Harvard Opportunity REIT I will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
• Behringer Harvard Opportunity REIT I is current in its reporting obligations under the Exchange Act;
• Behringer Harvard Opportunity REIT I filed its Articles of Dissolution with the Maryland State Department of Assessments and Taxation and the effective date of the dissolution was February 8, 2018;
• There is no trading in Behringer Harvard Opportunity REIT I's securities; and
• Behringer Harvard Opportunity REIT I's transfer agent has closed Behringer Harvard Opportunity REIT I's stock transfer books and discontinued recording transfers of Behringer Harvard Opportunity REIT I's stock

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. It does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2018/behringer-harvard-opportunity-reit-1-032318-sec13.htm