Report
of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of FS
Credit Opportunities Corp.
In planning and performing our audit of the financial
statements of FS Credit Opportunities Corp. (the “Fund”) as of and for the year
ended December 31, 2023, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s
internal control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing an opinion on
the effectiveness of the Fund’s internal control over financial reporting.
Accordingly, we express no such opinion.
The management of the Fund is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial
reporting exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the Fund’s annual or interim financial statements will
not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control that might be material weaknesses under standards established by the PCAOB.
However, we noted no deficiencies in the Fund’s internal control over financial
reporting and its operation, including controls over safeguarding securities,
that we consider to be a material weakness as defined above as of December 31,
2023.
This report is intended solely for the information and
use of management and the Board of Directors of FS Credit Opportunities Corp. and
the Securities and Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 29, 2024