EX1A-12 OPN CNSL 11 amazon_12.htm LEGAL OPINION amazon_12.htm

  EXHIBIT 12

 

Wallace A. Glausi

Attorney At Law

550 Park Avenue, Suite 220

Portland, OR 97205

(503) 515-3657

 

July 15, 2021

 

Re: Qualification Statement for Amazon Gold, LLC on Form 1-A

 

To whom it may concern:

 

We have been retained by Amazon Gold, LLC (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company's Offering Statement on Form 1-A (the "Offering Statement").  The Offering Statement covers 2,500,000 shares of the Class A Membership Interest in the Company (the "Shares") at a purchase price of $4.00 per share, for a total offering amount of $10,000,000.

 

In our capacity as such counsel, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the following:

 

1. Certificate of Formation of the Company;

2. Operating Agreement of the Company;

3. The Offering Statement; and

4. The form of Subscription Agreement.

 

We have also examined such other corporate records, documents, certificates, and other agreements and instruments, and have made such other examinations, as we have deemed relevant, necessary or appropriate to enable us to render the opinions hereinafter expressed.

 

Based on that examination, we are of the opinion that:

 

1. The Company is duly authorized to issue the Shares.

2. When issued and sold by the Company pursuant to the terms of the Subscription Agreement, the Shares will be validly issued shares of Class A Membership Interest in the Company, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit and to the Offering Statement and to the use of our name in the Offering Statement.  In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission.

 

Sincerely,

 

/s/ Wallace A. Glausi

 

Attorney at Law