November 10, 2020




U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549


Attention:     Jan Woo, Legal Branch Chief

Jeffrey Kauten, Staff Attorney

Kathleen Collins, Accounting Branch Chief

David Edgar, Staff Accountant


RE:Bentley Systems, Incorporated
Registration Statement on Form S-1
File No. 333-250002


Acceleration Request

Requested Date: November 12, 2020

Requested Time: 4:00 PM, Eastern Time


Ladies and Gentlemen:


In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters, hereby joins Bentley Systems, Incorporated in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-250002) (the “Registration Statement”) to become effective on November 12, 2020, at 4:00 PM, Eastern Time, or as soon as practicable thereafter.


Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.


We, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.


[Signature Page Follows]




  Very truly yours,


Goldman Sachs & Co. LLC

  By: /s/ William Connolly
  Name: William Connolly
  Title: Managing Director


BofA Securities, Inc.

  By: /s/ Michael Liloia
  Name: Michael Liloia
  Title: Director



cc:David J. Hollister, Bentley Systems, Incorporated

David R. Shaman, Bentley Systems, Incorporated

Richard A. Fenyes, Simpson Thacher & Bartlett LLP

Jonathan R. Ozner, Simpson Thacher & Bartlett LLP

Kenneth J. Gordon, Goodwin Procter LLP
Erica D. Kassman, Goodwin Procter LLP


Signature Page to Acceleration Request