SPFM TOTALS AS OF 11/08/2011
Authorized Shares 20,000,000,000
Total Shares Outstanding 200,882,928
Free Trading Shares 25,882,916
Restricted Shares 175,000,012
September 30, 2011
The Depository Trust Company
55 Water Street
New York, New York 10041
Attn: Underwriting Department
RE: High Tech Crime Solutions (TBD), 428-41B-100 f/k/a Spoofem.com USA, (SPFM), 849-117-XXX:
Ladies and Gentlemen:
We have been engaged as special counsel to High Tech Crime Solutions formerly known as Spoofem.com USA, a corporation duly formed and existing under the laws of the State of Oklahoma (the “Company”), in connection with the deposit at The Depository Trust Company (“DTC”) of Company’s total outstanding shares of 3,691,203,605 pre-split shares which shall equal 7,382,408 post-split shares (pending approval by FINRA) of the Company to be registered in the name of the nominee of DTC, Cede & Co. (the “Subject Securities”). We are providing this opinion at the request of the Company to confirm that the Subject Securities are eligible for DTC book-entry delivery and depository services as of September 30, 2011, (the “Distribution Date”), which is based on the pending reverse stock split to be approved by FINRA (the “Distribution”) described below.
The Company has elected to increase the number of authorized shares of the Company to 20,000,000,000 and is completing a reverse stock split, pending approval by FINRA. Company has a total outstanding of 1,980,293,526 pre-split free-trading shares which shall equal 3,960,588 post-split free trading shares (“Free-Trading Shares”) and a total of 1,710,910,079 pre-split shares which shall equal 3,421,821 post-split restricted shares (“Restricted Shares”). In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the orders and instructions of the Company for the issuance and delivery of the Subject Securities. We have examined and relied upon the Board Resolution of the Company dated as of August 15, 2011, which the Company filed with the Secretary of State of Oklahoma which is attached hereto, authorizing the distribution (the “[Information Statement]”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other statements, documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. We have also assumed that all documents that we have examined, and that parties other than the Company have executed, have been duly and validly authorized, executed and delivered by, and are legally valid and binding on and enforceable against, each of such parties, and that such parties have obtained all required consents, permits and approvals. As to matters of fact, we have relied on the statements of the Company in the Information Statement.
Based upon the foregoing, we are of the opinion that:
- It is not necessary to register Company’s Free Trading Shares with the Securities and Exchange Commission (the “Commission“) under the Securities Act of 1933, as amended (the “Securities Act“) provided such Free-Trading Shares were previously issued subject to a valid exemption pursuant to the Securities Act. Company warrants that the Free-Trading Shares were issued pursuant to a valid exemption.
- Company’s Free Trading Shares are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and are transferable without registration under the Securities Act by any holder which qualifies for a valid exemption pursuant to the Securities Act or by any holder which qualifies with Rule 144: (a) is not an “affiliate” of the Company as defined in Rule 144(a)(1) under the Securities Act, (b) has not been an “affiliate” within three months of such transfer and (c) has not acquired the Subject Securities from such an affiliate within one year of such transfer.
- . It is hereby acknowledged that the legends will carry on all Company’s Restricted Shares
This opinion is rendered to you and is solely for your benefit to be used only in connection with the matters stated herein, except that you may deliver copies of this opinion to your professional advisors, to any governmental agency or regulatory authority or if otherwise required by law. As to matters of fact, we have relied on information obtained from public officials, officers of the Company, and other sources, and we represent that all such sources were believed to be reliable. The undersigned is licensed only in the State of Georgia. We have made this opinion in strict reliance of the warranties and representations made by Company and believed that all signatures, documents or copies submitted to us are genuine and authentic. This opinion is limited to and conditioned upon, the facts as stated herein as of the date hereof. This opinion is provided strictly to the addressed party, Company, and Company’s transfer agent and may not be published or provided to any other person or entity without written permission from the undersigned. This opinion is given as of the date of this letter and we assume no obligation to update or supplement this opinion letter to reflect any change in fact or law which may hereafter occur. Any change in the facts described as of the date of this letter may cause the opinion expressed herein to be different.
Keisha R. Perry, Esq.