EX1A-12 OPN CNSL 4 ea130851ex12-1_epilog.htm OPINION OF CROWDCHECK LAW, LLP

Exhibit 12.1

 

 

December 3, 2020

 

Board of Directors

Epilog Imaging Systems, Inc.

75 E. Santa Clara Street, Suite 600

San Jose, CA 95003

 

To the Board of Directors:

 

We are acting as counsel to Epilog Imaging Systems, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement, and pre-qualification amendments, cover the contemplated sale of up to 3,571,429 shares of the Company’s Common Stock plus 357,142 additional shares of Common Stock eligible to be issued as bonus shares (the “Bonus Shares”) to investors based upon an investor’s investment level.

 

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation and the amended and restated bylaws, the resolutions of the Company’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

 

Based upon the foregoing, we are of the opinion that the shares of Common Stock and the Bonus Shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

 

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

 

We further consent to the use of this opinion as an exhibit to the offering statement.

 

Yours truly,

 

/s/ CrowdCheck Law LLP

 

CrowdCheck Law LLP

 

AS/KM