EX1A-12 OPN CNSL 5 ex1a12.htm EXHIBIT 1A-12

 

Exhibit 1A-12

 

 

 

From the Desk of

Laurence J. Pino, Esquire

 

March 2, 2023

 

Via Edgar and E-mail

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC

20549 

 

Re:Rockstar Capital Group LLC Tier 2 Regulation A Offering Submission

 

Rockstar Capital Group LLC

Legal Opinion Letter

Exhibit 1-A 12 on Form 1-A

Filed March 2, 2023



 Dear Mr. Kibum Park, Esq.,

 

Please see our updated Legal Opinion Letter, in conformance to the SEC’s Staff Bulletin 19, as requested in your Letter dated to us February 24, 2023.

 

As legal counsel to the Company, we have reviewed the following documents and information:

 

1. The Offering Statement on Form 1-A (File No. 024-12150) as filed with the Securities and Exchange Commission (the "SEC") on February 9, 2023 (the "Offering Statement").

 

2. The Operating Agreement of the Company;

 

3. The Certificate of Formation of the Company;

 

4. The Subscription Agreements to be executed by purchasers of the Securities;

 

5. Such other documents and information as we deemed necessary or appropriate for the purposes of this opinion;

 

Based upon our review of the aforementioned documents, as Counsel for Rockstar Capital Group, LLC, we have verified and do affirm here our legal opinion that:

 

1. The Company is a limited liability company validly existing and in good standing under the laws of the State of Arkansas, and have attached an updated Certificate of Formation, as requested in your Letter to us dated February 24, 2023;

 

2. Based on an analysis of the documents and facts presented, we believe the Offering complies with Regulation A of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder;

 

3. The Securities have been duly authorized and, when issued, will be validly issued, fully paid and non-assessable;

 

   
 

 

4. The Offering will be conducted in accordance with the terms and conditions set forth in the Offering Statement, which our Law Firm has prepared and filed with the SEC;

 

5. All statements made in the Offering Statement and related documents are true and accurate in all material respects.

 

Based on the foregoing, and subject to the above, we, as Counsel for Rockstar Capital Group, LLC, are further of the opinion that:

 

1. The offer and sale of the Securities pursuant to the Offering will be exempt from registration under Section 5 of the Securities Act of 1933.

 

2. The Subscription Agreements to be executed by purchasers of the Securities will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;

 

3. The execution, delivery, and performance of the Subscription Agreements by the Company do not violate or conflict with any agreement, document or instrument to which the Company is a party or by which it is bound;

 

4. The issuance and sale of the Securities in the Offering, and the execution and delivery of the Subscription Agreements by the Company, will not result in a violation of any law, rule, regulation or order applicable to the Company;

 

This opinion is based on currently applicable laws, rules and regulations and is limited to the matters expressly set forth herein. We hereby consent to the filing of this Legal Opinion Letter as Exhibit 12 to the Offering Statement and to the reference to our firm under the caption "Legal Matters" in the Offering Statement.

 

If you should require any additional information or clarification, please do not hesitate to contact me at (407) 425-7831. 

 

Very Truly Yours,

 

/s/ Laurence J. Pino, Esq., for the firm

PINO NICHOLSON PLLC