Exhibit 12.1
 |
PROCOPIO
12544
High Bluff Drive
Suite
400
San
Diego, CA 92130
T.
858.720.6300
F.
619.235.0398
www.procopio.com |
April 27, 2021
My Racehorse CA LLC
250 W. 1st Street, Suite 256
Claremont, California 91711
Re: Post-Qualification Amendment No. 25 to Offering
Statement on Form 1-A
Ladies and Gentlemen:
We have acted as special counsel to MyRacehorse
CA LLC, a Nevada series limited liability company (the “Company”) in connection with the filing of an Offering Statement on
Form 1-A as amended by the Post-Qualification Offering Circular Amendment No. 25 (the “Offering Statement”) pursuant to 17
CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering Statement relates to the proposed issuance and sale by the Company (the “Offering”) of:
| (i) | up to 10,000 of the Company’s Series Future Stars Stable Interests; |
| (ii) | up to 10,200 of the Company’s Series Lost Empire 19 Interests; |
| (iii) | up to 4,100 of the Company’s Series Cayala 19 Interests; |
| (iv) | up to 410 of the Company’s Series Consecrate 19 Interests; |
| (v) | up to 25,000 of the Company’s Series Collusion Illusion Interests; |
| (vi) | up to 10,200 of the Company’s Series Monomoy Girl Interests; |
| (vii) | up to 5,100 of the Company’s Series Got Stormy Interests; |
| (viii) | up to 510 of the Company’s Series Social Dilemma Interests; |
| (ix) | up to 5,100 of the Company’s Series Carrothers Interests; |
| (x) | up to 5,100 of the Company’s Series Going to Vegas Interests; |
| (xi) | up to 5,100 of the Company’s Series Ari the Adventurer 19 Interests; |
| (xii) | up to 10,000 of the Company’s Series Wonder Upon a Star 19 Interests; and |
| (xiii) | up to 6,000 of the Company’s Series Echo Warrior 19 Interests |
The foregoing are collectively referred to herein
as the “Interests”, in each case as defined in the Amended and Restated Operating Agreement of the Company, dated as of September
4, 2018 (the “Operating Agreement”), and the Series Agreements for Series Future Stars Stable, Series Lost Empire 19, Series
Cayala 19, Series Consecrate 19, Series Collusion Illusion, Series Monomoy Girl, Series Got Stormy, Series Social Dilemma, Series Carrothers,
Series Going to Vegas, Series Ari the Adventurer 19, Series Wonder Upon a Star 19, and Series Echo Warrior 19 attached thereto (the “Series
Agreements”). We understand that the Interests will be sold as described in the Offering Statement and pursuant to a Subscription
Agreement, substantially in the form filed as an exhibit to the Offering Statement, to be entered into by and between the Company and
each of the purchasers of the Interests (each, a “Subscription Agreement” and collectively the “Subscription Agreements”).
In connection with the Offering, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of (i) the Articles of Organization of the Company, (ii) the
Operating Agreement, (iii) the Series Agreements, (iv) corporate proceedings, including the resolutions of the manager of the Company,
with respect to the Offering, and (v) such other documents, instruments and records as we have deemed necessary to enable us to render
the opinions contained herein. We have also relied upon certificates and other assurances of officers of the manager of the Company and
others as to certain factual matters without having independently verified such factual matters. We have also reviewed the Offering Statement
and form of Subscription Agreement as filed with the Securities and Exchange Commission (the “Commission”). In our examination,
we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted
to us as copies, the authenticity of the originals of such documents, the completeness of all records and other information made available
to us by the Company on which we have relied, the genuineness of all signatures, and the legal capacity of all signatories who are natural
persons.
We have assumed that (i) the statements of the
Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (ii) the Offering Statement
will be and remain qualified under the Securities Act, and (iii) the Company will receive the required consideration for the issuance
of such Interests at or prior to the issuance thereof. We have relied upon certificates of, and information received from, the Company
and/or representatives of the Company when relevant facts were not otherwise independently established. We also have relied on information
obtained from public officials and other sources believed by us to be reliable as to other questions of fact. We have made no independent
investigation of the facts stated in such certificates or as to any information received from the Company, representatives of the Company
and/or public officials and do not opine as to the accuracy of such factual matters.
Members of our firm involved in the preparation
of this opinion are licensed to practice law in the State of California and we do not purport to be experts on, or to express any opinion
herein concerning, the laws of any jurisdiction other than the laws of the State of California, the federal law of the United States,
and Chapter 86 of the Nevada Revised Statutes (the “Nevada Act”). We assume no obligation to update or supplement our opinion
to reflect any facts or circumstances that may hereafter come to our attention or changes in law that may hereafter occur.
Our opinions below are qualified to the extent
that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent
conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity. We are opining only as to the matters expressly
set forth herein and we express no opinion as to any matter not expressly opined on herein.
Based upon and subject to the foregoing, and the
other qualifications and limitations contained herein, we are of the opinion that:
The Interests have been authorized by all necessary
series limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating
Agreement, applicable Series Agreements and applicable Subscription Agreements against payment therefor in the manner contemplated in
the Offering Statement, will be validly issued and non-assessable.
We hereby consent to the filing of this opinion
as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the offering
circular constituting a part of the Offering Statement. In giving such consent, we do not thereby admit that we are included in the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Procopio, Cory, Hargreaves & Savitch
LLP
PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
