PART II AND III

Explanatory Note

Rayton Solar, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.

PART III

INDEX TO EXHIBITS

1.	Issuer Agreement with StartEngine Crowdfunding Inc.*
2.1	Certificate of Incorporation*
2.2	Amendment to Certificate of Incorporation*
2.3	Bylaws*
2.4	First Amendment to Amended and Restated Bylaws*
4.	Form of Subscription Agreement*
6.1	Joint Development Agreement dated as of August 11, 2014 by and between Phoenix Nuclear Laboratories, LLC and the Company*
6.2	2014 Equity Incentive Plan*
6.3	Convertible Promissory Note with ReGen America Inc.*
8.	Form of Escrow Agreement with Provident Trust Group LLC*
11.	Consent of Auditing Accountant, dbbmckennon*
12.	Attorney opinion on legality of the offering
13. 15.	“Test the waters” materials* Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)*

*Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on January 10, 2017. 

Rayton Solar, Inc.

/s/ Andrew Yakub

By Andrew Yakub, Chief Executive Officer of Rayton Solar, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Andrew Yakub

Andrew Yakub, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Chairman of the Board of Directors

Date: January 10, 2017 

/s/ James Rosenzweig

James Rosenzweig, Director

Date: January 10, 2017 

/s/ Mark Goorsky

Mark Goorsky, Director

Date: January 10, 2017

EX1A-12 OPN CNSL

Exhibit 12

January 10, 2017

Board of Directors

Rayton Solar, Inc.

To the Board of Directors:

We are acting as counsel to Rayton Solar, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to (i) 30,921,054 shares of the Company’s Common Stock by the Company (the “Primary Offering”), and (ii) 1,973,682 shares of the Company’s Common Stock by certain selling stockholders of the Company (the “Stockholder Offering”).

In connection with the opinion contained herein, we have examined the offering statement, the articles of incorporation (as amended) and bylaws, the minutes of meetings of the Company’s board of directors, 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 (i) the 30,921,054 shares of Common Stock being sold pursuant to the offering statement in the Primary Offering 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 and (ii) the 1,973,682 shares of Common Stock being sold by certain selling stockholders of the Company pursuant to the offering statement in the Stockholder Offering are duly authorized, 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.

Yours truly,

/s/ KHLK, LLP

By Jamie Ostrow, Partner