Exhibit (n)(2)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders’ of
Main Street Capital Corporation

     We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of Main Street Capital Corporation and the combined financial statements of Main Street Mezzanine Fund, LP and Main Street Mezzanine Management, LLC referred to in our report dated March 12, 2009, which is included in Amendment No. 2 to the Registration Statement and Prospectus. Our report on the consolidated financial statements includes an explanatory paragraph, which discusses the adoption of Statement of Financial Accounting Standards No. 157, Fair Value Measurements in 2008 as discussed in Note B to the consolidated financial statements. Our audits of the basic financial statements include the schedule of Senior Securities included in Amendment No. 2 to the Registration Statement and Prospectus on page 46, which is the responsibility of the Company’s management. In our opinion, this financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTON LLP

Houston, Texas
April 24, 2009