Marani Brands Inc. (MRIB)

[Matthew Berg]

Forget about the non-existent "naked" shorting...there are far more questionable and unanswered issues facing MRIB that we know did happen as a fact. I keep asking how MRIB issued close to a billion shares since relaunching. How did they get the legends removed from all of those shares? Who was the attorney who opined for exemption and on what basis?

Not as hard as it might seem but this example could be a possibility...

According to the SEC's complaint filed in federal court in Manhattan, Reiss began issuing the fraudulent legal opinion letters in 2008. He advertised a $285 rate for each letter and a "volume discount" rate of $195 per letter. Reiss routinely made inaccurate statements bearing on whether the restriction should be lifted, and failed to conduct even a token inquiry into the underlying facts. He knew or recklessly disregarded the fact that shareholders seeking his opinion letters intended to sell their stock in the public markets, and that transfer agents would rely on his opinion letters to issue stock certificates without restrictive legends.

According to the SEC's complaint, the false and misleading statements that Reiss made in opinion letters induced transfer agents for several public companies to remove the restrictive legends from the stock certificates and permit the sale of free-trading shares to the public. Reiss provided the opinion letters to transfer agents who required assurances in the form of a legal opinion that the transactions qualified for an exemption from the registration requirements under the federal securities laws. With Reiss's baseless assurances, the transfer agents issued stock certificates without restrictive legends and enabled the stock to be traded freely.

The SEC's complaint charges Reiss with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.