EX1A-12 OPN CNSL 5 royaltytraders_ex12.htm EXHIBIT 12

 

Exhibit 12

 

 

 

CrowdCheck Law LLP

700 12th Street NW, Suite 700

Washington, DC 20005

 

October 21, 2024

 

Attn: Manager

RoyaltyTraders LLC dba SongVest

1053 East Whitaker Mill Rd., Suite 115

Raleigh, NC 27604

 

To the Manager:

 

We are acting as counsel to RoyaltyTraders LLC (the “Company”) with respect to the preparation and filing of an Offering Statement on Form 1-A (the “Offering Statement”). The Offering Statement covers the contemplated sale of units (the “Royalty Share Units”) representing the contractual right to receive a portion of any royalty revenues from the music portfolio underlying a specified royalty sharing agreement (a “Royalty Share Agreement”) as set forth on Schedule 1 hereto (each, an “Offering”).

 

The Royalty Share Units will be purchased and sold pursuant to a subscription agreement as set forth in Part III of the Offering Statement (the “Subscription Agreement”), and as entered into (or to be entered into) between the Company and each purchaser of the Royalty Share Units (“Purchasers”).

 

In connection with the opinion contained herein, we have examined the Offering Statement, the certificate of formation of the Company, its Amended and Restated Limited Liability Company Operating Agreement, the Subscription Agreement, and the Royalty Share Agreement specific to each Offering, 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. Additionally, in rendering the opinions set forth below, we have assumed that each Purchaser has the legal capacity or power, corporate or other, to enter into and perform all such obligations under the Subscription Agreement.

 

We are opining herein as to the effect on the subject transactions only of the laws of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.

 

Based upon the foregoing, we are of the opinion that the Royalty Share Units being sold pursuant to the Offering Statement have been authorized by all necessary limited liability company actions of the Company and, when paid for by and delivered to the Purchasers in accordance with the terms set forth in the Offering Statement, will be valid, binding obligations of the Company in accordance with the terms therein.

 

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  

 

 

 

 

SCHEDULE 1

 

Royalty Share Unit Name   Underlying Portfolio(s)   Offering
Price per
Unit
    Minimum
Offering
Amount
    Maximum
Offering
Amount
    Maximum
Units
 
“Beyonce’s Radio”   “Beyonce’s Radio” Producer’s Share   $ 30     $ -     $ 32,400       1,080  
Bullet Boys – I Know There’s Something Going On   “I Know There’s Something Going On” Sound Recording Owner’s Share   $ 50     $ -     $ 30,250       605  
Bullet Boys – Smooth Up In Ya – 2024 Version   “Smooth Up” Sound Recording Owner’s Share   $ 60     $ -     $ 36,300       605  
“Canion Lamb (Beyonce’s Countdown and More)”   “Beyonce’s Countdown and More” Writer’s Share   $ 60     $ -     $ 30,960       516  
“Justin Bieber’s Rockin’ Around the Christmas Tree”   “Rockin’ Around the Christmas Tree” Producer’s Share   $ 31.50     $ -     $ 94,500       3,000  
“Young Thug – Best Friend”   “Best Friend” Writer’s Share   $ 30     $ -     $ 16,560       552  
“No Scrubs – TLC Version”   “No Scrubs – TLC Version” Sound Recording Owner’s Share   $ 100     $ -     $ 51,200       512  
“Creep – TLC Version”   “Creep – TLC Version” Sound Recording Owner’s Share   $ 100     $ -     $ 63,500       635