EX1A-12 OPN CNSL 13 box_ex12.htm OPINION REGARDING LEGALITY OF THE SECURITIES

 

CrowdCheck Law LLP

700 12th Street NW, Suite 700

Washington, DC 20005

 

December 2, 2021

 

Board of Directors

Boxabl, Inc.

5345 E. N. Belt Road

North Las Vegas, NV 89115

 

To the Board of Directors:

 

We are acting as counsel to Boxabl, 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 issuance of (i) up to 85,625,000 shares of the Company’s Non-Voting Series A-2 Preferred Stock, along with up to 85,625,000 shares of the Company’s Common Stock into which those shares would convert; (ii) up to 12,658,227 shares of the Company’s Non-Voting Series A-1 Preferred Stock, along with up to 12,658,227 shares of the Company’s Common Stock into which those shares would convert; (iii) up to 35,714,286 shares of Non-Voting Series A Preferred Stock, along with up to 35,714,286 shares of the Company’s Common Stock into which those shares would convert; and (iv) up to 6,250,000 shares of the Company’s Common Stock to be sold by a selling securityholder following receipt of gross proceeds of at least $15,000,000 in the offering contemplated by the offering statement.

 

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the articles of incorporation (as amended) and 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 Non-Voting Series A-2 Preferred Stock, Non-Voting Series A-1 Preferred Stock, Non-Voting Series A Preferred Stock, and Common Stock into which those shares of Preferred Stock may convert, as well as the Common Stock of the selling securityholder 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

 

AS