RSE Collection, LLC (Form: 1-A POS, Received: 12/19/2017 06:04:25)

EXPLANATORY NOTE

RSE Collection, LLC has prepared this Post-Effective Amendment No. 3 to its Form 1-A filed on December 18, 2017 solely for the purposes of filing Exhibit 12.3.

EXHIBIT INDEX

Exhibit 2.1 – Certificate of Formation (incorporated by reference to the copy submitted as Exhibit 2.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 2.2 – Amended and Restated Operating Agreement (incorporated by reference to the copy submitted as Exhibit 2.2 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 3.1 – Series Designation for Series #77LE1 (incorporated by reference to the copy submitted as Exhibit 3.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 3.2 – Amended and Restated Series Designation for Series #69BM1 (incorporated by reference to the copy submitted as Exhibit 3.2 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 3.3 – Series Designation for Series #88LJ1 (incorporated by reference to the copy submitted as Exhibit 3.3 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 3.4 – Series Designation for Series #85FT1 (incorporated by reference to the copy submitted as Exhibit 3.4 to the Company’s Form 1-A filed POS on August 21, 2017 at File No. 024-10717)

Exhibit 3.5 – Series Designation for Series #55FT1 (incorporated by reference to the copy submitted as Exhibit 3.5 to the Company’s Form 1-A filed POS on August 21, 2017 at File No. 024-10717)

Exhibit 3.6 – Series Designation for Series #83FB1 (incorporated by reference to the copy submitted as Exhibit 3.6 to the Company’s Form 1-A filed POS on December 18, 2017 at File No. 024-10717)

Exhibit 4.1 – Form of Subscription Agreement for Series #69BM1 (incorporated by reference to the copy submitted as Exhibit 4.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 4.2 – Form of Subscription Agreement for Series #88LJ1 (incorporated by reference to the copy submitted as Exhibit 4.2 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 4.3 – Form of Subscription Agreement for Series #85FT1 (incorporated by reference to the copy submitted as Exhibit 4.3 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 4.4 – Form of Subscription Agreement for Series #55PS1 (incorporated by reference to the copy submitted as Exhibit 4.4 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 4.5 – Form of Subscription Agreement for Series #83FB1 (incorporated by reference to the copy submitted as Exhibit 4.5 to the Company’s Form 1-A POS filed on December 18, 2017 at File No. 024-10717)

Exhibit 6.1 – Form of Asset Management Agreement for Series #69BM1 (incorporated by reference to the copy submitted as Exhibit 6.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 6.2 – Promissory Note in respect of Series #69BM1 Asset (incorporated by reference to the copy submitted as Exhibit 6.2 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 6.3 – Promissory Note in respect of Series #88LJ1 Asset (incorporated by reference to the copy submitted as Exhibit 6.3 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.4 – Promissory Note in respect of Series #85FT1 Asset (incorporated by reference to the copy submitted as Exhibit 6.4 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.5 – Promissory Note, Disclosure and Security Agreement in respect of Series #85FT1 Asset (incorporated by reference to the copy submitted as Exhibit 6.5 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.6 – Purchase Option Agreement in respect of Series #55PS1 Asset (incorporated by reference to the copy submitted as Exhibit 6.6 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.7 – Promissory Note in respect of Series #55PS1 Asset (incorporated by reference to the copy submitted as Exhibit 6.7 to the Company’s Form 1-A POS filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.8 – Form of Asset Management Agreement for Series #88LJ1 (incorporated by reference to the copy submitted as Exhibit 6.8 to the Company’s Form 1-A filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.9 – Form of Asset Management Agreement for Series #85FT1 (incorporated by reference to the copy submitted as Exhibit 6.9 to the Company’s Form 1-A filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.10 – Form of Asset Management Agreement for Series #55PS1 (incorporated by reference to the copy submitted as Exhibit 6.10 to the Company’s Form 1-A filed on August 21, 2017 at File No. 024-10717)

Exhibit 6.11 – Form of Asset Management Agreement for Series #83FB1 (incorporated by reference to the copy submitted as Exhibit 6.11 to the Company’s Form 1-A filed on December 18, 2017 at File No. 024-10717)

Exhibit 6.12 – Purchase Agreement in respect of Series #83FB1 Asset (incorporated by reference to the copy submitted as Exhibit 6.12 to the Company’s Form 1-A POS filed on December 18, 2017 at File No. 024-10717)

Exhibit 8.1 – Escrow Agreement (incorporated by reference to the copy submitted as Exhibit 8.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 11.1 – Consent of EisnerAmper LLP (incorporated by reference to the copy submitted as Exhibit 11.1 to the Company’s Form 1-A POS filed on December 18, 2017 at File No. 024-10717)

Exhibit 12.1 – Opinion of Nixon Peabody LLP (incorporated by reference to the copy submitted as Exhibit 12.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 12.2 – Opinion of Nixon Peabody LLP re: Post Qualification Amendment No. 1 (incorporated by reference to the copy submitted as Exhibit 12.2 to the Company’s Form 1-A filed on August 21, 2017 at File No. 024-10717)

Exhibit 13.1 – Testing the Waters Materials (incorporated by reference to the copy submitted as Exhibit 13.1 to the Company’s Form 1-A filed on June 30, 2017 at File No. 024-10717)

Exhibit 15.1 – Draft Offering Statement Previously Submitted Pursuant to Rule 252(D) (incorporated by reference to the copy submitted as Exhibit 15.1 to the Company’s Form 1-A/A filed on July 13, 2017 at File No. 024-10717)

Exhibit 12.3 – Opinion of Nixon Peabody LLP re: Post Qualification Amendment No. 2*

* Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 18, 2017.

RSE COLLECTION, LLC

By: RSE Markets, Inc., its managing member

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher Bruno Name: Christopher Bruno	President of RSE Markets, Inc. (Principal Executive Officer)	December 18, 2017
/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt	Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)	December 18, 2017
RSE MARKETS, INC. By: /s/ Christopher Bruno Name: Christopher Bruno Title: President	Managing Member	December 18, 2017

Exhibit 12.3

Nixon Peabody LLP

Tower 46

55 West 46^th Street

New York, NY 10036-4120

212-940-3000

December 18, 2017

RSE Collection, LLC

c/o RSE Markets, Inc.

41 W 25th Street

8th Floor

New York, NY 10010

Re: Post Qualification Amendment No. 1 and No. 2 to Offering Statement on Form 1-A

Ladies and Gentlemen:

We have acted as special counsel to RSE Collection, LLC, a Delaware series limited liability company (the “Company”) in connection with the filing of an Offering Statement on Form 1-A as amended by the Post Qualification Offering Circular Amendment Nos. 1 and 2 (collectively, the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Offering Statement relates to the proposed issuance and sale by the Company (the “Offering”) of up to 2,000 of each of the Company’s Series #69BM1 Interests, Series #88LJ1 Interests, Series #85FT1 Interests, Series #55PS1 Interests and Series #83FB1 Interests (collectively, the “Interests”, in each case as defined in the Second Amended and Restated Operating Agreement of the Company dated as of May 25, 2017 (the “Operating Agreement”) and the Amended and Restated Series Designation of Series #69BM1, the Series Designation of Series #88LJ1, the Series Designation of Series #85FT1, the Series Designation of Series #55PS1 and the Series Designation of Series #83FB1 attached thereto (collectively, the “Series Designations”)). We understand that the Interests will be sold as described in the Offering Statement and pursuant to Subscription Agreements, substantially in the forms filed as exhibits to the Offering Statement applicable to the particular Series, to be entered into by and between the Company and each of the purchasers of the Interests (each, a “Subscription Agreement” and collectively the “Subscription Agreements”).

In connection with the Offering, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Formation of the Company, (ii) the Operating Agreement, (iii) the Series Designations, (iv) corporate proceedings, including the resolutions of the manager of the Company and the Board of Directors of the manager of the Company, with respect to the Offering, and (v) such other documents, instruments and records as we have deemed necessary to enable us to render the opinions contained herein. We have also relied upon certificates and other assurances of officers of the manager of the Company and others as to certain factual matters without having independently verified such factual matters. We have also reviewed the Offering Statement and forms of Subscription Agreements filed with the Commission. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents, the completeness of all records and other information made available to us by the Company on which we have relied, the genuineness of all signatures, the legal capacity of all signatories who are natural persons and the due execution and delivery of all documents.

We have assumed that (i) the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (ii) the Offering Statement will be and remain qualified under the Securities Act, and (iii) the Company will receive the required consideration for the issuance of such Interests at or prior to the

issuance thereof. We have relied upon certificates of, and information received from, the Company and/or representatives of the Company when relevant facts were not otherwise independently established. We also have relied on information obtained from public officials and other sources believed by us to be reliable as to other questions of fact. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company, representatives of the Company and/or public officials and do not opine as to the accuracy of such factual matters.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York, the federal law of the United States, and the Delaware Limited Liability Company Act (the “Delaware Act”). We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in law that may hereafter occur.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. We are opining only as to the matters expressly set forth herein and we express no opinion as to any matter not expressly opined on herein.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Interests have been authorized by all necessary limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating Agreement, applicable Series Designation and applicable Subscription Agreement against payment therefor in the manner contemplated in the Offering Statement, will be legally issued and, under the Delaware Act, purchasers of the Interests have no obligation to make payments to the Company (other than their purchase price for the Interests), or contributions to the Company, solely by reason of their ownership of the Interests or their status as members of the Company, and no personal liability for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Offering Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Nixon Peabody LLP

	NIXON PEABODY LLP

Issuer CIK	0001688804
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-10717
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☒
Notify via Filing Website only?	☐
Since Last Filing?	☒

Exact name of issuer as specified in the issuer's charter	RSE Collection, LLC
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	2016
CIK	0001688804
Primary Standard Industrial Classification Code	MOTOR VEHICLES & PASSENGER CAR BODIES
I.R.S. Employer Identification Number	37-1835270
Total number of full-time employees	0
Total number of part-time employees	0

Address 1	41 W. 25TH STREET
Address 2	8TH FLOOR
City	NEW YORK
State/Country	NEW YORK
Mailing Zip/ Postal Code	10010
Phone	3479528058

Name	Max Niederste-Ostholt
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Cash and Cash Equivalents	$ 289.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 481601.00
Property and Equipment	$
Total Assets	$ 481890.00
Accounts Payable and Accrued Liabilities	$ 19822.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 390752.00
Total Liabilities	$ 410574.00
Total Stockholders' Equity	$ 71316.00
Total Liabilities and Equity	$ 481890.00

1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued

Unregistered Securities Act

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 9853.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -9853.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Class (if any) Common Equity	Series #77LE1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity Name of Class (if any)
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)
Preferred Equity Name of Trading Center or Quotation Medium (if any)

Debt Securities Name of Class (if any)
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	☐ Tier1 ☒ Tier2
Check the appropriate box to indicate whether the financial statements have been audited	☐ Unaudited ☒ Audited

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	☒ Yes ☐ No
Does the issuer intend this offering to last more than one year?	☒ Yes ☐ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	☐ Yes ☒ No
Will the issuer be conducting a best efforts offering?	☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	☒ Yes ☐ No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	☐ Yes ☒ No
Number of securities offered	2000
Number of securities of that class outstanding	0

Price per security	$ 175.0000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 350000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 350000.00

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Audit - Name of Service Provider	EisnerAmper LLP	Audit - Fees	$ 0.00
Legal - Name of Service Provider	Nixon Peabody LLP	Legal - Fees	$ 0.00
Promoters - Name of Service Provider	Cuttone & Company, LLC	Promoters - Fees	$ 2573.00
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$

CRD Number of any broker or dealer listed:	33038
Estimated net proceeds to the issuer	$ 347427.00
Clarification of responses (if necessary)

None	☒
Same as the jurisdictions in which the issuer intends to offer the securities	☐
Selected States and Jurisdictions

(a)Name of such issuer	RSE Collection, LLC
(b)(1) Title of securities issued	Series #77LE1, a series of RSE Collection, LLC
(2) Total Amount of such securities issued	2000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	Aggregate amount: $77,700 Basis of Computing: 2000 LLC Interests at $38.85 per Interest
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).