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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/07/19 Dna Brands Inc 1-A 8/08/19 15:2.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- Reg. A -- primary_doc.xml HTML 11K
2: PART II AND III Offering Statement - Parts II & III -- Reg. A HTML 524K
- Form 1-A
6: EX1A-2A CHARTER Amended Articles - 8-26-14 HTML 48K
4: EX1A-2A CHARTER Articles of Amendment - 03-17-11 HTML 42K
8: EX1A-2A CHARTER Articles of Amendment - 11-11-17 HTML 33K
7: EX1A-2A CHARTER Articles of Amendment - 2-18-16 HTML 50K
5: EX1A-2A CHARTER Articles of Amendment- 1-02-14 HTML 57K
3: EX1A-2A CHARTER Articles of Incorporation/Organization -- HTML 25K
Form 1-A
9: EX1A-2B BYLAWS By-Laws -- Form 1-A HTML 61K
10: EX1A-3 HLDRS RTS Specimen Stock Certificate HTML 7K
11: EX1A-4 SUBS AGMT Subscription Agreement -- Form 1-A HTML 42K
12: EX1A-6 MAT CTRCT Employment Agreement HTML 72K
13: EX1A-6 MAT CTRCT Indemnification Agreement HTML 41K
14: EX1A-7 ACQ AGMT Rideshare Rental Fleet Owners Agreement HTML 39K
15: EX1A-12 OPN CNSL Legal Opinion HTML 10K
Exhibit 12.1
John E. Lux, Esq.
Attorney at Law
1629 K Street, Suite 300
Washington, DC 20006
(202) 780-1000
Admitted in Maryland and the District of Columbia
DNA Brands, Inc.
6245 N Federal Hwy
Ste 504
Gentlemen:
I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA Brands, Inc.”) for the purpose of rendering an opinion as to the legality of 125,000,000 shares of DNA Brands, Inc. common stock, par value $0.00001 per share to be offered and distributed by DNA Brands, Inc. (the “Shares”), pursuant to an Offering Statement to be filed under Regulation A of the Securities Act of 1933, as amended, by DNA Brands, Inc. 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 State of Colorado, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of DNA Brands, Inc. and all amendments thereto, the By-Laws of DNA Brands, Inc., selected proceedings of the board of directors of DNA Brands, Inc. authorizing the issuance of the Shares, certificates of officers of DNA Brands, Inc. and of public officials, and such other documents of DNA Brands, Inc. 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 DNA Brands, Inc., 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 DNA Brands, Inc. 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 Colorado 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 Colorado, 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 our 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/ John E. Lux
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/8/19 | None on these Dates | ||
| Filed as of: | 8/7/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/31/19 SEC UPLOAD¶ 2/18/20 2:44K Dna Brands Inc. 11/25/19 SEC UPLOAD¶ 2/18/20 2:45K Dna Brands Inc. 10/30/19 SEC UPLOAD¶ 2/18/20 2:54K Dna Brands Inc. 9/04/19 SEC UPLOAD¶ 2/18/20 2:52K Dna Brands Inc. |