BART AND ASSOCIATES, LLC
Attorneys at Law
_____________________________________________________________
8400 East Prentice Avenue, Suite 1500, Greenwood Village, CO
80111
Phone: (720)
-
226
-
7511 Facsimile: (303)
-
745
-
1880
E: kbart@kennethbartesq.com
www.kennethbartesq.com
May 9, 2014
OTC Markets Group, Inc.
304 Hudson Street, Second Floor
New York, NY 10013
Re:
Bayport International Holdings
, Inc. (the “Issuer”)
Annual
Report for
the
period
ended
December 31
, 2013
(the “Report”)
Gentlemen,
My office has been retaine
d and asked to provide an opinion with respect
to
the
Annual
Report
(Filed in “
Continuing
Disclosure Statement” Format)
publicly disclose
d by the
Issuer and published with
the OTC Disclosure and News Service on
February 10, 2014
for the
year
ended
December 31
, 2013
.
The opinion is solely for the information of the
addres
see hereof and OTC Market Group
is entitled to rely on such letter in determining
whether the Issuer has made adequate current Inf
ormation publicly available within the
meaning of Rule 144(c)(2) under the Securities Act of 1933. The undersigned grants
OTC Markets Group full and complete permission and rights to public the letter in the
OTC Disclosure and News Service for viewing by
the public and regulators.
The undersigned is a U.S. resident and was retained by the Issuer solely for purpose of
rendering this opinion and reviewing the current information supplied by Issuer. This
opinion is based on my knowledge of the law and facts
as of the date hereof. The
undersigned has examined such corporate records and other documents and such
questions of law as counsel has considered necessary or appropriate for the purposes of
rendering this opinion.
The undersigned was admitted
to the B
ar of the State of Colorado in 2007
. The
undersigned is permitted to practice before the Securities and Exchange Commission
(“SEC”) and has never been barred from practice in any of the foregoing jurisdictions.
In connection with the opinion set forth b
elow, I have examined such corporate records
and documents including but not limited to the
Issuer’s Articles of Incorporation, By
-
Laws and, minutes of meetings and actions of its Board of Directors and such other
documents as were deemed relevant and nece
ssary as a basis for the opinion hereinafter
set forth. In such examination, the genuineness of all signatures set forth on each
document has been assumed, as well as the aut
henticity of all original documents and the
conformity to original documents of a
ll copies of such documents as may have been
supplied during the course of examination.
May 9, 2014
Page
2
of
3
8400 East Prentice Avenue, Suite 1500, Greenwood Village, CO 80111
Phone: (720)
-
226
-
7511 Facsimile: (303)
-
745
-
1880
E: kbart@kennethbartesq.com
www.kennethbartesq.com
For the purposes of rendering this opinion, I have specifically also reviewed the
following documents:
1.
Annual Report: Initial Company Information and Disclosure Sta
tement and
Financial Statements, as are publicly available and were posted on the OTC
Disclosure and News Service on
February 10, 2014
for
the year ended
December 31, 201
3
.
2.
Annual Report: Initial Company Information and Disclosure Sta
tement and
Financial Statements, as are publicly available and were posted on the OTC
Disclosure and News Service on April 29, 2013 (Disclosure Statement) and
May 3
, 2013 (Financial Statements) for the year ended December 31, 2012.
3.
Quarterly Report: Compan
y Disclosure Statement and Financial Statements as
are publicly available and were posted on the OTC Disclosure and News
Service on
December 2
, 2012 for the Quarter ended September 30, 2012.
4.
Quarterly Report: Company Disclosure Statement and Financial Stat
ements as
are publicly available and were posted on the OTC Disclosure and News
Service on
September 20
, 2012 for the Quarter ended June 30, 2012.
5.
Quarterly Report: Company Disclosure Statement and Financial Statements as
are publicly available and were po
sted on the OTC Discl
osure and News
Service on
May 18
, 2012 for the Quarter ending March 31, 2012.
6.
Annual Report: Initial Company Information
and Disclosure Statement and
Financial Statements
, as are publicly available and were posted on the OTC
Disclosur
e and News Service on
May 14
, 2012 for the year ending December
31, 2011.
The terms used in this opinion shall have the meaning ascribe
d to them in the documents
relied upon in rendering this opinion.
Regarding the common stock of the Issuer, par value $.
0
01
(the “Securities”), in the
opinion of the undersigned, the
Annual
Report
for the
year ended December 31
, 201
3
published on the OTC
Disclosure and News Service on
February 10, 2014
,
(i) constitutes
“adequate current public information” concerning the Securities of the Issuer and “is
available” within the meaning of Rule 144(c
)(2) under the Securities Act, (ii) includes all
of the information that a broker
-
dealer would be required to obtain from the Issuer to
publish a quotation for the Securities under Rule 15c2
-
11 under the Securities Exchange
Act of 1934 (the “Exchange Act”)
, (iii) complies as to form with the Pink OTC Markets
Guidelines for Providing Adequate Current information, which are located on the Internet
at
www.otcmarkets.com
,
and (iv) has been posted in the OTC Disclosure and News
Service. Furthermore, after reaso
nable investigation I have no reason to believe that such
information contained an untrue statement of a material fact or omitted to state a material
fact in order to make the statements made, in light of the circumstances under which they
were made, not m
isleading.
May 9, 2014
Page
3
of
3
8400 East Prentice Avenue, Suite 1500, Greenwood Village, CO 80111
Phone: (720)
-
2
26
-
7511 Facsimile: (303)
-
745
-
1880
E: kbart@kennethbartesq.com
www.kennethbartesq.com
The financial statements for the Company have been prepared by the Issuer’s
CEO,
James L. Porter
.
The financial statements are not audited. I have been informed that the
financial
statements
were prepared
in accordance with generally accepte
d accounting
principles
.
The Company’s transfer agent is
Holladay Stock Transfer,
which is located at
2939 N.
67
th
Place, Scottsdale, AZ 85251
, and is
registered with the SEC
.
I have reviewed a copy
of the
Shareholder List
as of
December 31
, 201
3
,
prepa
red by the
transfer agent to
confirm that the number of out
standing shares set forth in
the
Report is correct.
The undersigned has (i)
personally
met with the Issuer’s management and a majority of
its directors, (ii) reviewed the Report published by the
Issuer on the OTC Disclosure and
News Service, and (iii) discussed the Report with management and a majority of the
directors of the Issuer. To the best of my knowledge and after reasonable inquiry
and
attestation
of the Issuer’s management and directors, there is no of
ficer, director, 5%
holder, or counsel currently under investigation by any federal or state regulatory agency
for an
y violation of federal or state
securities laws.
This opinion is solely for the information of the addressee hereof and the other parties
specifically identified in the first paragraph hereof, and is not to be quoted in whole or in
part or otherwise referred to, nor is it to be filed with any governmental agency or other
person without my prior written consent. Other than the addressee her
eof and such other
parties, no one is entitled to rely on this opinion. This opinion is based on my knowledge
of the law and facts as of the date hereof. I assume no duty to communicate with you
with respect to any other matter which comes to my attentio
n hereafter.
Thank you for your consideration and attention.
Respectfully submitted,
Ken Bart
Attorney At Law
Bart and Associates, LLC
