Strategic Management and Opportunity Corp (SMPP)

[74stingray]

LANHAM & LANHAM, LLC
Randall J. Lanham, Esq Corporate Securities Law
Admitted in California
OTC Markets Group, Inc.
304 Hudson Street, Second Floor
New York, New York 10013
February 9, 2018
RE: Attorney Letter with Respect to Adequate Current Information
Of Strategic Management & Opportunity Corp.
Dear Sir or Madam:
I have been asked to act as special legal counsel (the “Counsel”) for the Strategic Management &
Opportunity Corp. (the “Issuer”), specifically, to prepare this Letter of Counsel (the “Letter”), in accordance
with the applicable laws of Delaware and of the United States, regarding its corporate operations and level
of disclosure of corporate information.
Counsel has examined such corporate records and other documents and such questions of law as Counsel
considered necessary or appropriate for the purposes of rendering this Letter. Counsel has reviewed specific
documents concerning the Issuer (the “Information”) in connection with the preparation of this Letter. The
Information is listed below with the date it was posted through the OTC Disclosure and News Service (the
“OTC” or “OTC News Service”) or Securities and Exchange Commission (the “SEC”), if applicable:
• Annual Reports for the years ending December 31, 2015, 2016 and 2017, as filed with OTC on
February 8, 2018;
• Quarterly Reports for periods ending March 31, 2016, June 30, 2016, and September 30, 2016, as
filed with OTC on February 8, 2018;
• Quarterly Reports for periods ending March 31, 2017, June 30, 2017 and September 30, 2017, as filed
with OTC on February 8, 2018;
• Other related corporate documents filed with the OTC Markets Group, Inc.
• Corporate minutes of the meetings of its Board of Directors.
• Other related corporate information as were necessary and provided by the corporation’s
management.
Additionally, Counsel has (i) met with management and a majority of the directors of the Issuer, (ii)
reviewed the Information, as amended, published by the Issuer through the OTC News Service and (iii)
discussed the Information with management and a majority of the directors of the Issuer.
The opinions and conclusions contained in this Letter are based upon the Information and facts made
available to Counsel, and are solely based on the accuracy of such Information and facts. Further, Counsel
has reviewed all prior disclosures, as set forth above, (the “Prior Disclosures”) posted by the Issuer with
the OTC News Service and SEC. All such Prior Disclosures are believed to be accurate and reliable. In the
event that the Information, facts, and Prior Disclosures are determined not to be true, this Letter is rescinded
28562 Oso Parkway, Unit D Rancho
Santa Margarita, CA 92688
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and to be deemed null and void. Counsel has discussed the above Information, Prior Disclosures, and the
underlying assumptions Counsel is relying upon, with the management of the Issuer.
The financial statements for the fiscal years ending December 31, 2015, 2016 and 2017 are not audited.
The financial statements were compiled and prepared in accordance with Statements on Standards for
Accounting and Review Services by Management of the Company. Management of the Company
participated in the gathering of the Information for the Issuer’s financial statements and is responsible for
the accuracy and completeness of the information provided. The financial statements as reported were
prepared internally in accordance with US GAAP by Management.
The transfer agent for the Issuer is:
Madison Stock Transfer
1688 East 16th Street Brooklyn, NY 11229
Telephone: [phone]
The transfer agent is registered with the Securities and Exchange Commission. A Shareholder list provided
by the transfer agent was used by Counsel and the Issuer to confirm the number of outstanding shares set
forth in the Annual Report for the years ending December 31, 2015, 2016 and 2017.
The Fiscal Year End for the Issuer is December 3. As of December 31, 2015, 2016 and 2017, the authorized
common shares of the Issuer are 5,000,000,000 at $0.001 par value, with 4,921,218,178 common shares
issued and outstanding. The issuer has zero preferred shares outstanding.
OTC Markets Group, Inc. (“OTC Markets Group”) is entitled to rely on this Letter in determining whether
the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2)
of the Securities Act of 1933 (the “Securities Act”). No person or entity other than the OTC Markets Group
is entitled to rely upon this Letter. OTC Markets Group is granted full and complete permission and rights
to publish this Letter via the OTC Disclosure & News Service for viewing by the public and regulators.
Counsel is of the opinion that the Information (i) constitutes “adequate current public information”
concerning the Issuer’s securities (the “Securities”) and the Issuer, and “is available” within the meaning
of Rule 144(c)(2) of the Securities Act, (ii) includes all the information that a broker-dealer would be
required to obtain from the Issuer in order to publish a quotation for the Securities pursuant to Rule 15c2-
11 of the Securities Exchange Act of 1934, (iii) complies as to form with the OTC Markets Group’s
Guidelines for Providing Adequate Current Information, available at www.otcmarkets.com, and (iv) has
been posted through the OTC News Service.
To the best of Counsel’s knowledge, after inquiry of management and the majority of the directors of the
Issuer, neither Counsel, nor the Issuer, nor any 5% or more holders of the Securities is currently under
investigation by any federal or state regulatory authority for any violation of federal or state securities laws.
The undersigned is licensed in the State of California and resides in that state. Counsel is a United States
resident and has been retained by the Issuer for the purpose of rendering this Letter and related matters.
Counsel has relied on information obtained from public officials, officers of the Issuer, and other sources.
Counsel has no reason to believe that the records, certificates, or other documents of the Issuer (that I have
reviewed) are not accurate, authentic, or reliable. The opinion expressed above is subject to the following
assumptions, exceptions and qualifications:
28562 Oso Parkway, Unit D Rancho
Santa Margarita, CA 92688
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(a) I have assumed that (i) all information in all documents reviewed by us is true and correct, (ii) all
signatures on all documents reviewed by us are genuine, (iii) all documents submitted to us as originals are
true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals
thereof, and (v) each natural person signing any document reviewed by us had the legal capacity to do so.
(b) I have made no independent investigation as to the accuracy or completeness of any factual matters
contained in the records, documents and certificates that I have reviewed in connection with the foregoing
opinion.
(c) I am admitted to practice law in the State of California. The opinion expressed above is limited to the
federal laws of the United States of America and the laws of the state of Nevada. No other opinion is
expressed regarding the law of other jurisdictions, choice of law, or conflict of law and this Letter does not
rely on the work of other counsel.
(d) Counsel is permitted to practice before the SEC and has not been prohibited from practice thereunder.
I express no opinion as to any matter other than as expressly set forth above, and no opinion on any other
matter may be inferred or implied from this Letter. The opinions expressed herein are given as of the date
of this Letter, and I disclaim any obligation to advise you of any change in any matter set forth herein.
Sincerely,
Lanham & Lanham LLC