John E. Lux, Esq K Street, Suite 300 Washington, DC Lux Law, pa (202)

Transcription

1 John E. Lux, Esq K Street, Suite 300 Washington, DC Lux Law, pa (202) john.lux@securitieslaw.info February 28, 2018 OTC Markets Group Inc. 304 Hudson Street. 2nd Floor New York, New York Re: HempAmericana, Inc. (OTC: HMPQ) To Whom It May Concern: We have been retained as corporate counsel for HempAmericana, Inc., a Delaware corporation (the Company ) beginning as of October 27,, and have been asked to render a legal opinion to OTC Markets Group, Inc. ( OTC Markets ) with respect to recent information publicly disclosed by the Company and published in the OTC Disclosure and News Service. OTC Markets is entitled to rely on this letter in determining whether the Company has made adequate current information publicly available within the meaning of Rule 144(c) (2) under the Securities Act of 1933, as amended ( Securities Act ). I am a U.S. resident. I am licensed to practice law in the State of Maryland and the District of Columbia and I have not been prohibited from practicing before the U.S. Securities and Exchange Commission ( SEC ). We have been retained by the Company for general corporate advisory work, and we also agree to represent the Company for the purpose of reviewing and rendering a legal opinion as to the current information supplied by the Company. I have examined such corporate records and other documents and such questions of law as counsel considered necessary or appropriate for purposes of rendering the letter. As to matters of fact, I have relied on information obtained from public officials, officers of the Issuer and other sources, and I believe all such sources are reliable. 1

2 The specific documents and dates that such documents were posted containing the information concerning the Issuer and the Securities that are publicly available through the OTC Disclosure & News Service that I have reviewed in connection with the preparation of the letter (the Information ) are as follows: 01/11/18 Oct 16, Sep 8, Aug 1, Aug 1, Jul 11, Apr 13, Feb 8, Jan 31, ending 11/30/17 Nov 30, ending 8/31/17 Aug 31, Supplemental Information - Maine Joint Venture Agreement Sept 8, Executed Attorney Letter with Respect to Current Information - Attorney letter with respect to current information Feb 28, Quarterly Report - Ammended 1st quarter 5/31/ May 31, ending 5/31/17 Annual Report - Financial Statments and Notes for the Year Ending February 28, Quarterly Report - Ammended 3rd quarter ending November 30, 2016 Quarterly Report - Financial Statments and Notes for the Period Ending November 30, 2016 May 31, Feb 28, Nov 30, 2016 Nov 30, 2016 Additionally, I have reviewed the filings of the Issuer under Regulation A with the U.S. Securities and Exchange Commission in the EDGAR system: QUALIF Notice of Qualification [Regulation A] Acc-no: (33 Act) Size: 1 KB Acc-no: Size: 5 KB Acc-no: (33 Act) Size: 479 KB Acc-no: Size: 41 KB Acc-no: (33 Act) Size: 568 KB [Amend] [Cover]Offering Statement [Regulation A]

3 1-A Acc-no: (33 Act) Size: 574 KB Acc-no: Size: 163 KB Acc-no: (33 Act) Size: 572 KB Acc-no: Size: 31 KB Acc-no: Size: 139 KB Acc-no: (33 Act) Size: 773 KB Acc-no: Size: 9 KB Acc-no: Size: 43 KB Offering Statement [Regulation A] Acc-no: (33 Act) Size: 24 MB The Information (i) constitutes adequate current public information concerning the Securities and the Issuer and is available within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the Exchange Act ), (iii) complies as to form with the OTC Markets Group s OTC Pink Disclosure Guidelines, which are located on the Internet at and (iv) has been posted through the OTC Disclosure &News Service. The person responsible for the preparation of the financial statements contained in the Information is Richard Edelson of Get OTC Current, LLC. Mr. Edelson s many years of financial industry experience and his knowledge of finance and accounting qualify him to prepare the Company s unaudited financial statements. The Issuer s transfer agent is Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Pkwy. Atlantic Heights, NJ 07716, , matt@oldemonmouth.com. I confirm that the transfer agent is registered with the SEC, and I have confirmed the number of outstanding shares set forth in the Information by inspecting a recent shareholder list from the transfer agent. I have (i) personally met with management and a majority of the directors of the Issuer, (ii) reviewed the Information, as amended, published by the Issuer through the OTC 3

4 Disclosure &News Service and (iii) discussed the Information with management and a majority of the directors of the Issuer. To the best of my knowledge, after inquiry of management and the directors of the Issuer, none of the Issuer of the Securities, any 5% holder, or counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws. No person other than OTC Markets Group is entitled to rely on this letter. OTC Markets Group is granted full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for viewing by the public and regulators. Current Information for Promoted Security Control persons: Name Business Address number and class of the Issuer s securities beneficially owned Restrictive Legend on Certificate Consideration received by the Issuer Salvador Rosillo President 9,080,000 Class A Common Stock 108,000,000 Class B Nieves Rosillo Secretary 10,108,000 Class A Africement, Inc. an entity wholly owned by Salvador Rosillo 404,920,000 Class A 4

5 For purposes of this letter, the term control person includes (i) any person controlling, under common control with, or controlled by, the Issuer or (ii) any person who obtained securities of the Issuer in connection with a negotiation with the Issuer within the threeyear period prior to the date of the opinion. The company engaged Seaside Advisors for investor relations. Seaside Advisors is located at 1 Lakeside Avenue, Rumson, NJ and is owed by Lawrence Adams of the same address. It is a single member limited liability company. Neither Seaside or Mr. Adams own any securities in the Company. I have made specific inquiry of each of the persons listed in above, persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the Insiders ), and based upon such inquiries and other information available to me, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to my attention indicating that any of the Insiders is in possession of any material nonpublic information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act. Kindly contact me if further information is needed. Sincerely, Jo John E. Lux 5