Exhibit 12.1

E: lou@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

December 30, 2020

Oracle Health, Inc.

910 Woodbridge Court,

Safety Harbor, FL 34695

Re: Offering Statement on Form 1-A of Oracle Health, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Oracle Health, Inc., a Delaware corporation (the “Company”) in connection with the filing with the Securities and Exchange Commission (the “Commission”) of an Offering Statement on Form 1-A, as amended to date (the “Offering Statement”), pursuant to 17 CFR Part 230.251 et. seq., or 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 of up to 4,000,000 shares of its common stock (the “Common Stock”) at an offering price of $2.00 per share for aggregate maximum gross proceeds of $8,000,000 (the “Offering”). The terms and conditions of the Common Stock are established pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Company dated as of October 22, 2020 (the “Certificate of Incorporation”) and the Amended and Restated Bylaws (the “Bylaws”). We understand that the Common Stock will be sold as described in the Offering Statement and pursuant to a form of subscription agreement, substantially in the form previously filed as an exhibit to the Offering Statement, to be entered into by and between the Company and each of the purchasers of Common Stock (the “Subscription Agreement”).

In connection with the Offering, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, (ii) the Bylaws, (iii) corporate proceedings, including the resolutions of the board of directors of the Company with respect to the Offering, and (v) such other documents, records and matters of law as we have considered necessary in connection with the expression of the opinions hereinafter set forth.  We have also relied upon assurances of officers of the Company as to certain factual matters without having independently verified such factual matters.  We have also reviewed the Offering Statement as filed with the Commission. 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 as to any information received from the Company, representatives of the Company and/or public officials and we do not opine as to the accuracy of such factual matters.  

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG. 2   December 30, 2020

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, the legal capacity of all signatories who are natural persons and the due execution and delivery of all documents by parties other than the Company.  

The opinions we express herein are limited to matters involving the General Corporation Law of the State of Delaware as currently in effect. We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal securities laws related to the issuance and sale of the securities covered by the Offering Statement.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Common Stock has been authorized by all necessary corporation action of the Company and, when issued and sold in accordance with the terms set forth in the Certificate of Incorporation, Bylaws, Offering Statement and Subscription Agreement against payment therefor in the manner contemplated in the Offering Statement, will be validly issued, fully paid and non-assessable.

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to our attention or any changes in law which may hereafter occur.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Offering Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.  

Very truly yours,

/s/ BEVILACQUA PLLC

BEVILACQUA PLLC