EX1A-12 OPN CNSL 10 tm217615d1_ex12-1.htm EXHIBIT 12.1

 

Exhibit 12.1

 

 

 

CrowdCheck Law LLP

700 12th Street NW, Suite 700

Washington, DC 20005

 

February 24, 2021

 

Board of Directors

Future Pearl Labs, Inc. (d/b/a Bobacino)

1438 9th Street

Santa Monica, CA 90401

 

To the Board of Directors:

 

We are acting as counsel to Future Pearl Labs, Inc. (d/b/a Bobacino) (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 up to 1,531,381 shares of the Company’s Common Stock, composed of up to 1,255,230 shares for purchase by investors, up to 251,046 shares to be issued a “Bonus Shares” as defined in the Company’s offering statement, and up to 25,105 shares to be issued as compensation to the Company’s placement agent, StartEngine Primary, LLC.

 

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate 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 Common Stock 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