Exhibit 12

	June 1, 2022

Attn: Manager

School of Whales Commercial Real Estate Equity Fund, LLC

3634 NW 2nd Ave.

Miami, Florida 33127

Re: Amended Offering Statement on Form 1-A POS; Opinion of Counsel and Consent Letter.

To Whom It May Concern:

On behalf of the law firm of DiSchino & Schamy, PLLC, we have acted as counsel to School of Whales Commercial Real Estate Equity Fund, LLC, a Florida limited liability company (“Company”), in connection with its filing of an Amended Offering Statement on Form 1-A POS (“Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company of (i) up to 1,000,000 of the Company’s Class A Interests (the “Preferred Interests”).

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth herein. In rendering our opinions, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

Based upon, subject to and limited by the foregoing, we are of the opinion that the Preferred Interests, when issued, delivered, and paid for, as described in the Offering Statement, will be validly issued, fully paid and non-assessable. Our opinions expressed above are limited to Florida Law.

We also hereby consent to the filing of this opinion as an exhibit to the Amended Offering Statement, and to the reference to our firm under the heading “Interests of Named Experts and Counsel” in the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.