EX1A-12 OPN CNSL.1 3 jmd_ex121.htm OPINION jmd_ex121.htm

EXHIBIT 12.1

 

 

HATHAWAY & KUNZ, LLP

 

Rick A. Thompson, P.C.

Tel: 307.634.7723

Fax: 307.634.0985

email: rthompson@hkwyolaw.com

www.hkwyolaw.com

The Wyoming Law Firm™

 

2515 Warren Avenue ˖ Suite 500 ˖ P.O. Box 1208 ˖ Cheyenne, WY  82003

 

May 10, 2021

 

Stella Diagnostics, Inc.

50 West Broadway

Suite 300

Salt Lake City, UT 84101

 

 

Re:

Offering Statement on Form 1-A

   

Ladies and Gentlemen:

 

We have acted as counsel to Stella Diagnostics, Inc., a Wyoming corporation (the “Company”), in connection with a Form 1-A Regulation A Offering Statement (the “Offering Statement”) (SEC File No. 024-11342) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company of up to 4,000,000 shares of Series D Preferred Stock, par value US $5.00 per share, of the Company (the “Shares”).

 

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

 

Based on the foregoing, we are of the opinion that the Shares, when issued, delivered and paid for as described in the Offering Statement, will be validly issued, fully paid and non-assessable.

 

Our opinion expressed above is limited to the laws of the State of Wyoming.

 

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement, and to the reference to our firm under the heading “Legal Matters” in the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Respectfully submitted,

 

 

 

 

 

/s/ HATHAWAY & KUNZ, LLP

 

  

 Matthew H. Mead ˖ Rick A. Thompson, P.C. ˖ Michael Rosenthal, P.C. ˖ Matthew D. Kaufman, P.C. ˖ Lucas Buckley, P.C. ˖ Marianne Kunz Shanor, P.C.

Associates:  Sean M. Larson ˖ Nathan Nicholas ˖ Jeremiah James ˖ Melissa K. Burke

Tyler J. Garrett, P.C., Special Counsel

Of Counsel:  Lee R. Dickinson, P.C. ˖ Thomas J. Siepmann

Hon. Stanley K. Hathaway (1924-2005) ˖ Brent R. Kunz (1943-2018)