EXHIBIT
12.1
LEGAL
& COMPLIANCE, LLC
LAURA
ANTHONY, ESQ.
JOHN
CACOMANOLIS, ESQ.
CHAD
FRIEND, ESQ., LLM
PEARL
HAHN, ESQ.**
LAZARUS
ROTHSTEIN, ESQ.
_______________________________
OF
COUNSEL:
PAULA
A. ARGENTO, ESQ.***
CRAIG
D. LINDER, ESQ.****
PETER
P. LINDLEY, ESQ., CPA, MBA
STUART
REED, ESQ.
MARC
S. WOOLF, ESQ. |
|
WWW.LEGALANDCOMPLIANCE.COM
WWW.SECURITIESLAWBLOG.COM
WWW.LAWCAST.COM
DIRECT
E-MAIL:
LANTHONY@LEGALANDCOMPLIANCE.COM |
| * |
licensed
in FL and NY |
|
|
**
|
licensed
in NY |
|
| *** |
licensed
in DC |
|
| **** |
licensed
in FL, CA and NY |
|
December
1, 2017
Muscle
Maker, Inc
2200
Space Park Drive, Suite 310
Houston,
Texas 77058
| |
Re:
|
Muscle
Maker, Inc |
| |
|
Amendment
No. 3 to Offering Statement on Form 1-A (File No. 024-10689) |
Ladies
and Gentlemen:
We
have acted as securities counsel to Muscle Maker, Inc (the “Company”), in connection with the preparation and filing
with the Securities and Exchange Commission of a Regulation A Offering Statement on Form 1-A, as filed on March 30, 2017, with
the File No. 024-10689, as amended (the “Offering Statement”), relating to the offer by the Company of up to 4,200,000
shares of the Company’s common stock, no par value per share, for a purchase price of $4.75 per share (the “Shares”).
This
opinion letter is being delivered in accordance with the requirements of Item 17(12) of Form 1-A under the Securities Act of 1933,
as amended.
In
connection with rendering this opinion, we have examined the originals, or certified, conformed or reproduction copies, of all
such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, we have assumed the genuineness of all signatures on original or certified copies and the
conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions
of fact relevant to this opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements
and other information of or from public officials, officers or representatives of the Company, and others.
We
have reviewed: (a) the articles of incorporation, as amended, of the Company; (b) the bylaws, as amended, of the Company; (c)
the offering circular; (d) two forms of Subscription Agreements; and (e) such other corporate documents, records, papers and certificates
as we have deemed necessary for the purposes of the opinions expressed herein.
Based
upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that
the Shares, when issued and delivered in the manner and/or the terms described in the Offering Statement as filed (after it is
declared qualified), will be validly issued, fully paid and non-assessable.
We
express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date
of this letter, (a) the internal laws of the State of California and (b) the federal laws of the United States. We express no
opinion as to laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion should the laws be
changed after the effective date of the Offering Statement by legislative action, judicial decision or otherwise.
We
hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our firm under the
caption “Legal Matters” in the Offering Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Sincerely
yours,
| /s/
Laura E. Anthony |
|
| Laura E. Anthony, |
|
| For the Firm |
|
330
CLEMATIS STREET, #217 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936
● FAX 561-514-0832
