Cannabis Bioscience Int'l Hldgs Inc (CBIH)

[RAND]

here it is

September 1, 2020
OTC Markets Group Inc.
304 Hudson Street
New York, NY 10013
Re: China Infrastructure Construction Corp.
Trading symbol: CHNC
Ladies and Gentlemen:
We have been retained by China Infrastructure Construction Corp., a Colorado corporation (the
“Issuer”), which has its executive offices 6201 Bonhomme Road, Ste. 466S, Houston, Texas, to
provide this opinion with respect to the Issuer’s Amended OTC Basic Disclosure Statement for
the Period Ended May 31, 2020 (the “Disclosure Statement”), which was publicly disclosed by the
Issuer and published through the OTC Disclosure and News Service (the “Service”) on September
1, 2020, and the information that appears on the Service on the Issuer’s “Company Profile” page,
as it was updated on August 31, 2020 (collectively, the “Information”). The Issuer’s common stock
(the “Common Stock”) is and is expected to continue to be quoted on the OTC Pink tier maintained
by OTC Markets Group Inc. (“OTC”).
OTC may rely on this letter in determining whether the Issuer has made adequate current public
information publicly available within the meaning of Rule 144(c)(2) promulgated by the United
States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the
“Securities Act”). It should be noted that Rule 144(c)(2) does not define or provide a standard for
the public availability of information (as used herein, that term refers to any information which is
available to the public from any source) and does not require publication of information on or
through the Service. This opinion is limited to the Information.
We are resident in the United States of America. We provide legal services to the Issuer otherwise
than in connection with the rendering of this opinion, namely legal services in the areas of corporate, business transactions, disclosure and securities law and we are regular disclosure counsel to
the Issuer. We do not have and have never had any other relationship with or to the Issuer. We are
licensed to practice law in the States of New York and Michigan. We are permitted to practice
before the SEC and have never been prohibited from such practice. We are not currently, nor have
we ever been (i) suspended or barred from practice in any state or jurisdiction, and we have never
been charged in a civil or criminal case or (ii) the subject of an investigation, hearing or proceeding
by the SEC, the U.S. Commodity Futures Trading Commission, the Financial Industry Regulatory
Authority or any other federal, state or foreign regulatory agency. Neither we nor any of our members beneficially owns any shares of the Issuer’s securities or has any agreement to receive shares
of the Issuer’s securities in payment for services in the future.
We have examined such corporate records and other documents and have made such examination
of law as we have deemed relevant for purposes of rendering this letter, including the Information.
Barry J. Miller PLLC Attorney at Law
547 Merritt Lane
Birmingham, MI 48009
Tel.: [phone]
Fax: [phone]
E-Mail: [e-mail]
Barry J. Miller PLLC
OTC Markets Group Inc.
September 1, 2020
Page 2
Where we have relied on information obtained from public officials, officers of the Issuer and the
Issuer’s transfer agent or other sources, we believe that all such sources were reliable. In examining
such information, we have assumed the due and proper election or appointment of all persons
signing and purporting to sign the documents in their respective capacities, as stated therein, the
genuineness of all signatures, the conformity to authentic original documents of the copies of all
such documents submitted to us as certified, true, conformed and photocopied, including the
quoted, extracted, excerpted and reprocessed text of such documents.
In particular, we have reviewed the Information published by the Issuer through the Service. In
connection with that review, we confirmed numbers of the Issuer’s shares shown in the Information as outstanding on various dates by reviewing the information and reports furnished to us
by the Issuer and its transfer agent and adjusting in the event that shares were legally issued by the
Issuer, but not yet registered with the transfer agent.
Through telephone we have (i) personally met with Issuer’s management (namely, Mr. Dante
Picazo, President, Ms. Elizabeth Hernandez, Chief Operating Officer, and Henry Levinski, Treasurer) and a majority of the members of its board of directors (Mr. Picazo, Ms. Hernandez and Mr.
Levinski) and (ii) discussed the Information with management and such directors.
We have also reviewed and are familiar with said Rule 144 and Rule 15c2-11 under the Securities
Exchange Act of 1934 (the “Exchange Act”). It should be noted that the only information required
by Rule 144(c)(2) that is required to be publicly available is limited to the information identified
in paragraphs (a)(5)(i) to (xiv) and (a)(5)(xvi) of Rule 15c2-11. The required information is less
extensive than the information identified in the OTC Pink Disclosure Statement Guidelines (v2.1,
December 2019)(the “Guidelines”). It should be noted that the OTC’s Alternative Reporting
Standard is a voluntary, privately operated system unrelated to and less comprehensive than the
reporting requirements set forth in Sections 13 and 15(d) of the Exchange Act and the rules and
regulations promulgated thereunder.
We have been advised by the Issuer that Frehiwet Asefaw, CPA, has prepared the unaudited financial statements and notes thereto included in the Disclosure Statement, which notes confirm that
they conform with U.S. generally accepted accounting principles. Ms. Asefaw has provided the following information respecting her qualifications to prepare these financial statements: she earned
her BBA in Accountancy from the University of Houston in Houston, Texas in 1995; she has been
licensed by and in good standing with the Texas State Board of Public Accountancy as a Certified
Public Accountant since 1999; and she has audited and prepared corporate financial statements
since 1999. The address of her firm is 13623 Garden Grove Court, Houston, Texas 77082.
The Company’s transfer agent is Pacific Stock Transfer Company, the address of which is 6725
Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and which is registered with the SEC.
To the best of our knowledge, after inquiry of management and the directors of the Issuer, neither
the Issuer nor any 5% holder of its securities is, nor are we, currently under investigation by any
federal or state regulatory authority for any violation of federal or state securities laws.
Based upon information furnished by the management of the Issuer, the Issuer has not been since
February 5, 2018, a “shell company,” as that term is defined in Rule 405 promulgated under the
Securities Act and 12b-2 promulgated under the Securities Exchange Act. Prior to that date, for a
Barry J. Miller PLLC
OTC Markets Group Inc.
September 1, 2020
Page 3
period that we are unable to determine, the Issuer was a shell company. The Issuer had a predecessor, Fidelity Aircraft Partners LLC, a Colorado limited liability company, which was established February 28, 2003, and was converted into the Issuer on December 16, 2004.
Based upon the foregoing, we are of the opinion that the Information (i) constitutes “adequate
current public information” concerning the Common Stock and the Issuer and “is available” within
our understanding of 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 Common Stock under Rule 15c2-11 under the Exchange Act, (iii) complies as to
form with the Guidelines and (iv) has been published through the Service.
No person other than OTC is entitled to rely on this letter. Notwithstanding this limitation on reliance, we hereby grant OTC full and complete permission and right to publish this letter through
the Service for viewing by the public and regulatory agencies; provided that such permission shall
not be deemed a waiver of the limitation on reliance set forth in this paragraph. The subject matter
of this letter covers the federal securities laws of the United States of America and we express no
opinion with respect to any other law. We have not relied on the work of any other attorney in
rendering the opinion set forth above.
This replaces the opinion letter that was posted with the Service on August 31, 2020, respecting
the Issuer’s OTC Annual Disclosure Statement filed on August 28, 2020, which opinion letter is
withdrawn.
Very truly yours,
BARRY J. MILLER PLLC