EXHIBIT 12

	CUTLER LAW GROUP
M. Richard Cutler, Esq	Corporate Securities Law
Admitted in California & Texas

October 17, 2025

Karbon-X Corp.

6575 West Loop South, Suite 500

Bellaire, TX 77401

Re:	Karbon-X Corp.

Gentlemen and Ladies:

Re: Opinion of Counsel - Registration Statement on Form 1-A

We have acted as counsel to you in connection with your filing of an offering statement on Form 1-A filed October 17, 2025 (the "registration statement"). The registration statement covers the contemplated sale of up to $5,000,000 in gross proceeds of between 2,083,333 and 12,500,000 shares of Karbon-X Corp. (the "company") for gross proceeds of up to $5,000,000 (the "shares").

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the company.

For purposes of this opinion we have reviewed your constating documents, corporate minutes and offering statement. We have firsthand knowledge of the authenticity of the documents reviewed.

Based on the foregoing, we are of the opinion that the shares have been duly authorized, and, upon issuance and sale in accordance with the terms of the registration statement, the shares will be validly issued and fully paid and non-assessable.

Based upon the foregoing and subject to the limitations set forth below, we are of the opinion that, when the offering statement becomes qualified, the shares, when issued by the company and delivered by the company against payment as contemplate0=d by the offering statement, will be duly and validly issued, fully paid and non-assessable

We consent to the filing of this opinion as an exhibit to the offering statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Very truly yours,
	/s/ M. Richard Cutler
	Cutler Law Group, P.C.

6575 West Loop South, Suite 400		Tel (800) 606-7150
Bellaire, Texas 77401	www.cutlerlaw.com	Fax (713) 583-7150