EX1A-12 OPN CNSL 6 nich_ex121.htm LEGAL OPINION AND CONSENT Legal Opinion and Consent

MILAN SAHA, ESQ.

Milan Saha, Esq.

80 Barton Road

Plattsburgh, NY 12901

(646) 397-9056

Admitted in the State of New York

 

August 8, 2022

 

John Morgan

Chief Executive Officer

Nitches, Inc.

1333 N. Buffalo Drive, Suite 210

Las Vegas, NV 89128

 

Dear Mr. Morgan:

 

I have acted, at your request, as special counsel to Nitches, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion as to the offering of 450,000 shares of Series B Preferred Stock, par value $0.0001 (the “Offered Preferred Shares”), by the Company at $10.00 per share, which may be converted by the Holders thereof into the Company’s Common Stock, par value $0.0001 (the “Conversion Common Shares”), to be offered and distributed by the Company, pursuant to an Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by the Company 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”).

 

In rendering this opinion, I have reviewed (a) statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto including any and all certificates of designation; (c) the By-Laws of the Company; (d) selected proceedings of the board of directors of the Company authorizing the issuance of the Shares; (e) certificates of officers of the Company and of public officials; (f) and such other documents of the Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.

 

I have assumed (a) all of the documents referenced herein (collectively, the “Documents”) are true and correct copies of the original documents and the signatures on such documents are genuine; (b) the persons that executed the Documents have the legal capacity to execute the Documents; and (c) the status of the Documents as legally valid and binding instruments is not affected by any (i) violations of statutes, rules, regulations or court or governmental orders, or (ii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

 

Based upon my review described herein, it is my opinion (i) the Offered Preferred Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable, and (ii) the Conversion Common Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable. The Company has a sufficient number of un-issued shares of common stock authorized to issue the Conversion Common Shares if the maximum offering of Offered Preferred Shares at the would be conversion price based on the trading price of the Company’s common stock.


 

 

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Nevada corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Nevada, as specified herein.

 

I hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. 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.

 

Sincerely,

 

MILAN SAHA, ESQ.

 

/s/ Milan Saha

Milan Saha