EX1A-12 OPN CNSL 12 d33449dex1a12opncnsl.htm OPINION OF SHUMAKER, LOOP & KENDRICK, LLP Opinion of Shumaker, Loop & Kendrick, LLP

Exhibit 12.1

 

LOGO

   

Bank of America Plaza

101 East Kennedy Boulevard

Suite 2800

Tampa, Florida 33602

 

813.229.7600

813.229.1660 fax

     
     
     
   

 

   

www.slk-law.com

September 3, 2015

Sun Dental Holdings, LLC

Re: Legal Opinion; Offering Statement on Form 1-A

Ladies and Gentlemen:

You have requested our opinion in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of Sun Dental Holdings, LLC’s (the “Company”) Offering Statement on Form 1-A. The Offering Statement covers up to $20,000,0000 of the Company’s Class A Common Units (the “Units”).

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of Subscription Agreement and such limited liability company records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed.

We are admitted to practice in the State of Florida. This opinion letter is limited to the laws of the State of Florida, and the federal laws of the United States of America as such laws presently exist and to the facts as they presently exist. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws or (ii) state or federal antifraud laws.

Based upon the foregoing, it is our opinion that the Units have been duly authorized for issuance by all necessary limited liability company action of the Company and when the Units have been issued, sold and paid for in the manner described in the Offering Statement and in accordance with the Subscription Agreement, the Units will be validly issued, fully paid and non-assessable.

We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Shumaker, Loop & Kendrick, LLP

SHUMAKER, LOOP & KENDRICK, LLP