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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/20 BacTech Environmental Corp 253G1 34:131M M2 Compliance/FA |
Document/Exhibit Description Pages Size 1: 253G1 Offering Statement - Info Previously Omitted -- HTML 727K Reg. A 2: EX1SA-2A CHARTER Articles of Incorporation/Organization -- HTML 13K Form 1-SA 3: EX1SA-2B BYLAWS Bylaws -- Form 1-SA HTML 19K 5: EX1SA-4 SUBS AGMT Subscription Agreement -- Form 1-SA HTML 49K 6: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 30K 7: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 55K 8: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 54K 9: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 13K 10: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 11: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 12: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 13: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 14: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 15: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 20K 16: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 17: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 19K 18: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 19: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 19K 20: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 21: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 19K 22: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 23: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 18K 24: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 19K 25: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 19K 26: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 25K 27: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 20K 28: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 20K 29: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 21K 30: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 20K 31: EX1SA-6 MAT CTRCT Material Contract -- Form 1-SA HTML 15K 4: EX1SA-9 ACCT LTR Letter re: Certifying Accountant -- Form HTML 10K 1-SA 32: EX1SA-11 CONSENT Consent of Experts or Counsel -- Form 1-SA HTML 10K 33: EX1SA-12 OPN CNSL Opinion of Counsel re: Legality -- Form HTML 16K 1-SA 34: EX1SA-14 CNSNT SV Consent for Service -- Form 1-SA HTML 11K
Exhibit 12.1
LAW OFFICE OF ANDREW COLDICUTT
1220 Rosecrans Street, PMB 258
p. 619.228.4970
Date: July 24, 2020
Board of Directors
BacTech Environmental Corporation
409, 37 King St.
East Toronto, Ontario M5C 1E9
Canada
Dear Sirs or Madams:
I have acted, at your request, as special counsel to BacTech Environmental Corporation, an Ontario Canada corporation, (“BacTech Environmental Corporation”) for the purpose of rendering an opinion as to the legality of 66,666,667 shares of BacTech Environmental Corporation common stock, par value $0.001 per share to be offered and distributed by BacTech Environmental Corporation (the “Shares”), for an offering price of $0.015 per offered share, pursuant to an Offering Statement to be filed under Regulation A of the Securities Act of 1933, as amended, by BacTech Environmental Corporation with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).
For the purpose of rendering my opinion herein, I have reviewed statutes of the Province of Ontario Canada, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of BacTech Environmental Corporation and all amendments thereto, the By-Laws of BacTech Environmental Corporation, selected proceedings of the board of directors of BacTech Environmental Corporation authorizing the issuance of the Shares, certificates of officers of BacTech Environmental Corporation and of public officials, and such other documents of BacTech Environmental Corporation and of public officials as I have deemed necessary and relevant to the matter opined upon herein. I have assumed, with respect to persons other than directors and officers of BacTech Environmental Corporation the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents.
Based upon the review described above, it is my opinion that the Shares are duly authorized and when, as and if issued and delivered by BacTech Environmental Corporation against payment therefore, as described in the offering statement, will be validly issued, fully paid and non-assessable.
I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. My forgoing opinion is strictly limited to matters of Province of Ontario corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than the Province of Ontario, as specified herein.
I hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to my firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.
Very truly yours,
/s/ Andrew Coldicutt |
Andrew Coldicutt, Esq.
C:
This ‘253G1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 7/27/20 | None on these Dates | ||
7/24/20 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/01/22 BacTech Environmental Corp. 1-K 12/31/21 3:1M M2 Compliance LLC/FA 11/22/21 BacTech Environmental Corp. 1-SA 6/30/21 2:1M M2 Compliance LLC/FA 11/16/21 BacTech Environmental Corp. 1-K 12/31/20 3:1.3M M2 Compliance LLC/FA 9/28/20 BacTech Environmental Corp. 1-SA 6/30/20 1:454K M2 Compliance LLC/FA |