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                             November 1, 2022

       Ann Anthony
       Chief Financial Officer
       OPAL Fuels Inc.
       One North Lexington Avenue
       Suite 1450
       White Plains, New York 10601

                                                        Re: OPAL Fuels Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed October 14,
2022
                                                            File No. 333-266757

       Dear Ann Anthony:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 2 to Form S-1

       Risk Factors
       There is no assurance that we will be able to comply with the continued
listing standards of
       Nasdaq, page 41

   1.                                                   We note your risk
factor disclosure that there is no assurance that you will be able to
                                                        comply with the
continued listing standards of Nasdaq. If your obligation to purchase
                                                        shares under the
forward purchase agreement with Meteora presents a material risk to
                                                        your ability to comply
with the continued listing standards of Nasdaq, please describe
                                                        such risk in your risk
factor disclosure, and discuss such risk in your prospectus summary.
 Ann Anthony
OPAL Fuels Inc.
November 1, 2022
Page 2
Exhibits

2.    We note the Form of Restricted Stock Unit Award Agreement filed as
Exhibit 10.1 to the
      current report on Form 8-K filed on September 19, 2022, and also note
that you appear to
      have granted restrictive stock unit awards to officers and directors on
October 3, 2022.
      Please file this compensation agreement as an exhibit to this
registration statement. See
      Item 601(b)(10)(iii) of Regulation S-K.
3.    The fee table filed as Exhibit 107 does not appear to be consistent with
the description of
      the transactions being registered as set forth on your prospectus cover
page. Please revise.
4.    Please obtain and file a revised legality opinion that covers the
legality of all securities to
      be offered under this registration statement. In that regard, it does not
appear that the
      legality opinion filed as Exhibit 5.1 addresses the legality of the
shares of common stock
      to be issued in the primary offering with respect to the shares
underlying the Private
      Placement Warrants and the Public Warrants.
       Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or
Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.



                                                              Sincerely,
FirstName LastNameAnn Anthony
                                                              Division of
Corporation Finance
Comapany NameOPAL Fuels Inc.
                                                              Office of Energy
& Transportation
November 1, 2022 Page 2
cc:       Edward M. Welch
FirstName LastName