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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/06/22 Pacific Software, Inc. 253G2 2:705K Electro Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 253G2 Offering Statement - Info Substantively Changed or HTML 423K
Added
2: EX1SA-12 OPN CNSL Exhibit 12.1 HTML 9K
Exhibit 12.1
Jeffrey Turner – Attorney at Law
897 Baxter Drive
(801) 810-4465
Admitted in the State of Utah
Izak On
Chief Executive Officer
Pacific Software, Inc.
9905 Pin Oak Acres Way #622
Dear Mr. Om:
I have acted, at your request, as special counsel to Pacific Software, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion as to the legality of 75,000,000 shares of Company common stock, par value $0.0001, offered by the Company at a price of $0.16 per share of Company common stock to be offered and distributed by Company, and 15,278,500 shares of Company common stock, par value $0.0001, offered by certain shareholders of the Company (collectively, the “Shares”), pursuant to a Tier 1 Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by Company 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 (the “Offering Statement”).
In rendering this opinion, I have reviewed (a) statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of Company; (d) selected proceedings of the board of directors of Company authorizing the issuance of the Shares; (e) certificates of officers of Company and of public officials; (f) and such other documents of Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.
I have assumed (a) all of the documents referenced herein (collectively, the "Documents") have been duly authorized and executed; (b) the Documents are legally valid, binding, and enforceable in accordance with their respective terms; and (c) the status of the Documents as legally valid and binding instruments is not affected by any (i) violations of statutes, rules, regulations or court or governmental orders, or (ii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
Based upon my review described herein, it is my opinion the Shares are duly authorized and when/if issued and delivered by Company or the selling shareholders 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. The forgoing opinion is strictly limited to matters of Nevada 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 Nevada, 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.
| Sincerely, | |
| JDT Legal, PLLC | |
| /s/ Jeffrey Turner | |
| Jeffrey Turner |
| This ‘253G2’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 4/6/22 | None on these Dates | ||
| Filed on: | 4/5/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/06/21 Pacific Software, Inc. 1-A 4:937K Electro Filings LLC/FA 12/16/20 Pacific Software, Inc. 1-A 12/15/20 13:5.7M Electro Filings LLC/FA |