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MIRAO: A Mid-IR adaptive optics system design for TMT Mark R. Chun*a, Jay Eliasb, Brent Ellerbroekc, Tim Bonda, Ming Liangb, Richard Clarec, Alan Tokunagaa, Matt Richterd, Larry Daggert b aInstitute for Astronomy, University of Hawaii, 640 N. Aohoku Place, Hilo, HI 96720;bNational Optical Astronomy Observatory, 950 N. Cherry Avenue, Tucson, AZ, 85710; c Celtco/TMT 1200 E. California Blvd, Pasadena, CA 91107;dDepartment of Physics, University of California, One Shields Avenue, Davis, CA 95616-8677. Abstract We present a design of a thermal-infrared optimized adaptive optics system for the TMT 30-meter telescope. The approach makes use of an adaptive secondary but during an initial implementation contains a more conventional ambient-temperature optical relay and deformable mirror. The conventional optical relay is used without sacrificing the thermal background by using multiple off-axis laser guide stars to avoid a warm dichroic in the common path. Three laser guide stars, equally spaced 75” off axis, and a “conventional” 30x30 deformable mirror provide a Strehl 0.9 at wavelengths longer than 10 microns and the LGS beams can be passed to the LGS wavefront sensors with pickoff mirrors while a one-arcminute field is passed unvignetted to the science instrument and NGS WFSs. The overall design is relatively simple with a wavefront correction similar to existing high-order systems (e.g. 30x30) but still provides competitive performance over the higher-order TMT NIR AO design at wavelengths as short as 3 microns due to its reduced thermal emissivity. We present our figures of merit and design considerations within the context of the science drivers for high-spectral resolution NIR/MIR spectroscopy at 5-28 microns on a 30-meter ground-based telescope. Keywords: adaptive optics, mid IR, thermal emissivity, laser guide stars, large telescopes INTRODUCTION At mid-infrared wavelengths ground-based observations are background-limited and the observing time to r