As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/27/19  Vesper Corp                       1-A                    8:15M                                    Action Edgar Fil… Svc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- Reg. A -- primary_doc.xml     HTML     13K 
 2: PART II AND III  Offering Statement - Parts II & III -- Reg. A  HTML    296K 
                - Form 1-A                                                       
 3: EX1A-2A CHARTER  Articles of Incorporation/Organization --      HTML     30K 
                Form 1-A                                                         
 4: EX1A-2B BYLAWS  Bylaws -- Form 1-A                              HTML      8K 
 5: EX1A-4 SUBS AGMT  Sybscription Agreement                        HTML     21K 
 6: EX1A-11 CONSENT  Auditor's Consent                              HTML      6K 
 7: EX1A-12 OPN CNSL  Legal Opinion                                 HTML      8K 
 8: EX1A-15 ADD EXHB  Code of Ethics                                HTML      6K 

 

Exhibit 12

 

November 19, 2019

 

Vesper Corporation

3 Wilderness Trail

Friendswood, TX 77546

 

Re : Form 1-A Regulation A Offering Statement  

 

To Whom It May Concern:

 

I have been requested by Vesper Corporation, a Wyoming corporation (the “Company”), to render my opinion in connection with certain matters pertaining to the Regulation A Offering Statement on Form 1A (the “Offering Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of the offering of up to 10,530,000 shares of common stock, $1.50 per share (the “Shares”). There exist four (4) selling shareholders offering a total of 530,000 shares of common stock at $1.50 per share.

 

In connection with this opinion letter, I have examined the Offering Statement and originals, or copies certified or otherwise identified to my satisfaction, of the Company’s Articles of Incorporation and such other documents, records and other instruments as I have deemed appropriate for the purposes of the opinion set forth herein.

 

I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as certified, facsimile or photocopies and the authenticity of the originals of all documents submitted to me as copies.

 

Based upon the foregoing, I am of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in the manner and on the terms described in the Offering Statement, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to the laws of the State of Wyoming.

 

I hereby consent to the use of this opinion as Exhibit 5.1 to the Offering Statement. In giving this consent, I do not admit that I am an expert within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.

 

My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Shares. I assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to my attention and which may alter, affect, or modify the opinions expressed herein.

 

Very truly yours,

 

/s/ Frank J. Hariton

Frank J. Hariton,

Attorney-at- Law