|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/15/21 Masterbeat Corp. 1-A 13:1.9M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- primary_doc.xml HTML 5K
2: PART II AND III Offering Statement - Parts II and III HTML 402K
6: EX1A-2A CHARTER Amended Certificate of Amendment HTML 7K
3: EX1A-2A CHARTER Articles of Incorporation/Organization HTML 18K
7: EX1A-2A CHARTER Certificate of Amendment Dated November 5, HTML 7K
2021
4: EX1A-2A CHARTER Certificate of Designation Dated June 4, 2019 HTML 21K
5: EX1A-2A CHARTER Certificate of Revival of Charter HTML 7K
8: EX1A-2B BYLAWS Bylaws HTML 55K
9: EX1A-3 HLDRS RTS Specimen Stock Certificate HTML 5K
10: EX1A-4 SUBS AGMT Subscription Agreement HTML 42K
11: EX1A-6 MAT CTRCT Agreement and Plan of Reorganization HTML 74K
12: EX1A-6 MAT CTRCT Employment Agreement of Josh Tannariello, HTML 75K
Dated June 15, 2019
13: EX1A-12 OPN CNSL Opinion of Counsel re: Legality HTML 10K
Exhibit 12.1
Suares & Associates
Attorneys at Law
833 Flatbush Avenue
Suite 100
| Tel: 718-622-8450 | Fax: 718-282-3113 |
Board of Directors
Masterbeat Corp.
5178 Stefan Ridge Way
Re: Masterbeat Corp., Regulation A+, Tier 1 Offering
VIA ELECTRONIC DELIVERY
Gentlemen:
I have acted, at your request, as special counsel to Masterbeat Corp., a Delaware corporation, (“Masterbeat Corp.”) for the purpose of rendering an opinion as to the legality of 1,000,000,000 shares of Masterbeat Corp. common stock, par value $0.0001 per share to be offered and distributed by Masterbeat Corp. (“Shares”), pursuant to an Offering Statement as filed under Regulation A of the Securities Act of 1933, as amended, by Masterbeat Corp. 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 Delaware, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of Masterbeat Corp. and all amendments thereto, the By-Laws of Masterbeat Corp., selected proceedings of the board of directors of Masterbeat Corp. authorizing the issuance of the Shares, certificates of officers of Masterbeat Corp. and of public officials, and such other documents of Masterbeat Corp. 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 Masterbeat Corp., 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 Masterbeat Corp. 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 Delaware 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 Delaware, 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,
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/15/21 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/26/22 Masterbeat Corp. 1-A/A 3:953K GlobalOne Filings Inc/FA 12/30/21 Masterbeat Corp. 1-A/A 2:951K GlobalOne Filings Inc/FA |