EX1A-12 OPN CNSL 4 ex12-1.htm LEGAL OPINION OF JONATHAN D. LEINWAND, P.A.

 

 

Exhibit 12.1

 

 

 

Jonathan D. Leinwand, P.A.

18305 Biscayne Blvd.

Suite 200

Aventura, FL 33160

Tel: (954) 903-7856

Fax: (954) 252-4265

   
  E-mail: jonathan@jdlpa.com

 

May 11, 2021

 

Board of Directors

Friendable, Inc.

1821 S Bascom Ave, Suite 353

Campbell, CA 95008

 

Ladies and Gentlemen:

 

We are acting as counsel to Friendable, Inc., a Nevada corporation (“FDBL”), for the purpose of rendering an opinion as to the legality of the shares of FDBL’s Series D Preferred Stock (the “Preferred Shares”) and FDBL’s common stock (the “Common Shares”) issuable upon conversion of the Preferred Shares, to be offered and distributed by FDBL pursuant to an offering statement to be filed under Regulation A of the Securities Act of 1933, as amended, by FDBL, 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”).

 

The offering statement, pre-qualification amendments, and post-qualification amendments, cover the contemplated sale of up to $5,000,000 in Shares of its Series D Preferred Stock at a price of $10.00 per share and up to 3,000,000,000 shares of its common stock issuable upon conversion of the Series D Preferred Stock.

 

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the FDBL’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

 

Based upon the foregoing, we are of the opinion that the entirety of the Preferred Shares being sold pursuant to the offering statement, and the Common Shares, issuable upon conversion of the Preferred Shares, are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid, and non-assessable.

 

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

 

We further consent to the use of this opinion as an exhibit to the offering statement and to the reference to our firm under the caption “Legal Matters” in the offering circular. 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,
  JONATHAN D. LEINWAND, P.A.
     
  By: /s/ Jonathan Leinwand
    Jonathan Leinwand, Esq.