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

 3/22/21  Sino American Oil Co.             1-A                    9:835K                                   Empire Stock Transf… Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- primary_doc.xml               HTML      4K 
 2: PART II AND III  Part Ii                                        HTML    432K 
 5: EX1A-2A CHARTER  Certificate of Incorporation                   HTML      7K 
 7: EX1A-2B BYLAWS  Amended and Restated Bylaws                     HTML     35K 
 9: EX1A-4 SUBS AGMT  Form of Subscription Agreement                HTML     17K 
 3: EX1A-11 CONSENT  Auditors' Consent                              HTML      6K 
 4: EX1A-12 OPN CNSL  Legal Opinion and Consent                     HTML      8K 
 6: ADD EXHB    Amended and Restated Certificate of Incorporation   HTML     15K 
 8: ADD EXHB    Certificate of Reinstatement                        HTML      9K 

Exhibit 12A

 

 

March 19, 2021

 

SINO AMERICAN OIL COMPANY

2123 PIONEER AVE

CHEYENNE, WY 82001

 

Re: Form 1-A

 

Ladies and Gentlemen:

 

I am counsel for Sino American Oil Company, a Wyoming corporation (the “Company”), in connection with the proposed public offering by the Company under the Securities Act of 1933, as amended, of up to 20,000,000 shares of its common stock, $0.001 par value per share (“Common Stock”) through a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission.

 

In connection with rendering our opinion as set forth below, I have reviewed and examined originals or copies identified to our satisfaction of the following:

 

(1)Articles of Incorporation and amendments thereto, of the Company as filed with the Secretary of State of Nevada; 

 

(2)Corporate minutes containing the written resolutions of the Board of Directors of the Company; 

 

(3)The Offering Statement and the offering circular which is a part thereto; and 

 

(4)The other exhibits of the Offering Statement. 

 

I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Offering Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto.

 

Based upon the foregoing and in reliance thereon, it is my opinion that the 20,000,000 shares of Common Stock being offered by the Company under the Registration Statement, when sold, will be legally issued, fully paid and non-assessable pursuant to the laws of the State of Nevada and the laws of the United States of America.

 

I hereby consent to this opinion being included as an exhibit to the Offering Statement and to being named in the Offering Statement.

 

Very truly yours,

 

/s/ Matthew McMurdo, Esq.

 

Matthew McMurdo, Esq.

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

 5/13/21  Sino American Oil Co.             1-A/A¶      5/13/21    4:692K                                   Empire Stock Transf… Inc
 4/29/21  Sino American Oil Co.             1-A/A¶      4/29/21    5:692K                                   Empire Stock Transf… Inc