APRIL 7, 2025

To Whom It May Concern:

We have been engaged as legal counsel for Black Unicorn Factory, Inc., a California corporation ("the Company"), for the purpose of rendering this legal opinion concerning its status as a public reporting company and its general corporate and regulatory compliance.

Based upon our review of documents provided, including the Company’s most recent audited financial statements for the fiscal years ending 2021 through 2024, SEC filings, company valuation report,, and  representations  made  by  the  Company,  and subject to the limitations and qualifications stated below, we are of the opinion that:

1.Public Reporting Status 

Black Unicorn Factory, Inc. has duly filed a registration statement with the U.S. Securities and Exchange Commission ("SEC") pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. Specifically, the Company filed Form 8-A on 11/15/2024 , which became effective upon filing, thereby registering its common stock and subjecting    the Company to ongoing reporting requirements under the Exchange Act.

2.SEC Reporting and Financial Compliance 

As of the date of this letter, the Company is subject to Exchange Act reporting requirements. Audited financial statements for fiscal years 2021, 2022, 2023, and 2024 have been prepared by a registered CPA in accordance with GAAP. The Company’s financial records reflect:

○Total revenue in 2023: $52.6 million 

○Total revenue in 2024: $245.3 million 

○Net income in 2024: $73.46 million 

○Shareholder equity in 2024: $549 million 

3.Audited Financials 

The Company’s financial statements for fiscal years ending 2021 through 2024 have been reviewed or audited by aPCAOB-compliant accounting firm. These audits reflect the Company’s financial health, proper accounting procedures, and ongoing compliance with generally accepted accounting principles (GAAP).

4.Verified Valuation and Cap Table 

As reflected in the audited 2024 financial statement:

○The Company reports more than 11,000 equity holders. 

○The Company’s market capitalization exceeds $500 million. 

○Its stock structure, including paid-in capital, retained earnings, and net income, is accurately reflected and reconciled in its share register. 

○The per-share valuation is supported by audited financial performance and current cap table structure. 

5.NASDAQ Compliance 

Based on the audited financial data and shareholder metrics, the Company believes it meets or exceeds the following initial listing requirements for the Nasdaq Capital Market:

○Public Shareholders: Over 11,000 (minimum requirement: 300) 

○Market Capitalization: Over $500 million (minimum requirement: $40 million) 

○Revenue Requirement: Over $75 million in revenue (minimum requirement: $750,000) 

Although final determination remains subject to Nasdaq's formal review process, the Company maintains that it is in material compliance and fully expects to satisfy the remaining criteria upon official submission.

6.Corporate Good Standing 

Black Unicorn Factory, Inc. is a corporation duly incorporated under the laws of California and is in good standing with applicable state and federal regulatory agencies. The Company has maintained proper state compliance and annual filings as of the date of this opinion.

This opinion is rendered solely for the benefit of any interested party, investor, financial institution, or regulatory agency evaluating the status of Black Unicorn Factory, Inc. It may not be relied upon by any other party without prior written consent. This opinion is based on the information provided as well as information available to the public and based on current laws as of the date hereof and assumes no obligation to update due to subsequent legal or factual developments.

Sincerely,

Lewis Mao, Attorney-at-Law State Bar No. 24138685 Managing Member

LMAO LEGAL SERVICES PLLC

(281) 615-7183 Mobile