***ATTORNEY LETTER***
FRANK J. HARITON •
ATTORNEY - AT - LAW
1065 Dobbs Ferry Road • White Plains • New York 10607 • (Tel) (914) 674-4373 • (Fax) (914) 693-2963 • (e-mail) hariton@sprynet.com
March 29, 2021
OTC Markets Group
304 Hudson Street - 2nd Floor
New York, NY 10013
Re:
For The Earth Corp., SYMBOL: FTEG - Sufficiency of Adequate Current Information
Ladies and Gentlemen:
Please be advised that I am securities counsel to For the Earth Corp., a Delaware corporation (the
"Issuer"). I have been requested, as securities counsel to the Issuer, to render a sufficiency of adequate
current information opinion (this "Opinion") in connection with the filing by the Issuer of Unaudited Annual
Financial Report and an Annual Report relating to the period ending December 31, 2020 filed on March 15,
2020 (collectively the "3/15/21 Filings") and all documents previously filed on the OTC Markets
(collectively the "Historical Information"). I note that the Issuer' s Certificate oflncorporation and By-Laws
and certain material contracts are also available through www.sec.gov. (The foregoing documents, taken
together are collectively referred to as the "Filed Documents").
For the reasons set forth herein, it is my opinion that the Filed Documents, taken together: (i) constitutes
adequate current public information concerning the shares of common stock of the Issuer (the "Securities")
and 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 shares of common stock of the Corporation (the "Securities"), under Rule 15c2-11 of the Exchange
Act; (iii) complies as to form with the Pink OTC Markets Inc. Guidelines for Providing Adequate Current
Information, which are located on the Internet at www.OTCMarkets.com; and (iv) has been posted in the
OTC Markets Group News Service. Please be advised that OTC Markets Group ("OTCMG") is entitled
to rely on this Opinion in determining whether the Issuer has made adequate current information publicly
available within the meaning of Rule 144(c)(2) under the Securities Act.
In rendering the Opinion, I have reviewed such corporate records and other documents as I have deemed
necessary regarding the filing of the Filed Documents. I have had a Zoom call with Nelson Grist, the CEO
of the Issuer, where we could see each other at the same time and we discussed the Company, its history and
its prospects. In addition, I have made such investigations and have considered such questions of law as
I deemed necessary and appropriate for the purposes of rendering this Opinion. In all such examinations,
I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me as copies and the
authenticity of all originals of such documents submitted as copies. Further, in all such examinations, I may
have relied on information obtained from public officials, officers of the Issuer and other sources and
represents that all such sources are reasonably believed to be reliable.
The person responsible for the preparation of the unaudited financial statements and notes thereto
contained in the Filed Documents is the Issuer' s CEO Nelson Grist, who has sought the assistance of a
licenced CPA as required. Mr. Grist, in his capacity as an officer of the Issuer has certified that the financial
statements to present fairly, in all material respects, the financial position, results of operations and cash
FRANK J. HARITON •
ATTORNEY - AT - LAW
OTC Markets Group
March 29, 2021
Page 2
flows for the periods presented, in conformity with accounting principles generally accepted in the United
States of America, consistently applied. In the opinion of management, all adjustments considered necessary
for fair presentation have been included in the financial statements.
The Issuer's transfer agent (the "Transfer Agent") is Olde Monmouth Stock Transfer Co., Inc., 200
Memorial Pkwy, Atlantic Heights, NJ 07716 (tel) (732) 872-2727. The Transfer Agent is registered with
the Securities and Exchange Commission. I have communicated with the Transfer Agent to confirm the
number of shares outstanding and reviewed a current certified shareholder list.
The documents containing the information concerning the Issuer and the Securities that are publicly
available as of the date of filing of Filed Documents are as defined above.
I have personally reviewed the Filed Documents together with all exhibits and it is my legal opinion that
such information taken together comport with all necessary requirements of Rule 144(c)(2) under Securities
Act, and that to the best of my knowledge those documents taken together are accurate, up to date, and
contain the most current information available on the Issuer, and that an interested investor would find
current information therein which could help him objectively determine corporate and financially relevant
information better enabling him to make an informed and educated and intelligent decision. I have discussed
with management and received management's approval of this Opinion and all filings hereunder. Moreover,
to the best of my knowledge, after inquiry of management of the Issuer, neither the Issuer nor its Board of
Directors nor any 5% or greater shareholder is currently under investigation by any Federal or state
regulatory authority for any violation of federal or state securities laws. Furthermore, after reasonable
inquiry, I confirm the ownership information with respect to the Issuer's officers and directors and 5%
beneficial owners set forth in the Filed Documents.
I am a resident of the State of New York and admitted to practice law in the State of New York. I have
been retained by Issuer as its general securities counsel which includes being retained for the purpose of
rendering this Opinion and related matters. My relationship as counsel to the Issuer is solely as a lawyer
serving as securities counsel and in connection therewith I have been retained for the purpose of reviewing
the current information provided by the Issuer. I have never been prohibited from practicing before the
Securities and Exchange Commission. I do not own any securities of the Issuer. To my knowledge, I am
not currently under investigation by any federal or state regulatory authority and I have never been the
subject of any proceeding by the SEC, the U.S Commodity Futures Trading Commission (CFTC), the
Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency.
I am not now and have never been suspended or barred from practicing in any state or jurisdiction, and
whether counsel has been charged in a civil or criminal case. I own no securities of the Issuer. This opinion
is as to the laws of the States of Delaware and New York and the laws of the United States of America.
For the reasons set forth herein it appears the Issuer is not currently a "shell company" as defined under
Rule 405 under the Securities Act. However, during the from period 2014 to 2018, the Issuer reported no
cash or revenues. I presume that at such times it may have been a "shell company". In my conversations
with Mr. Grist he has advised me that in addition to its efforts and expenditures in product development
during the prior fiscal year as reflected inthe Filed Documents, the Issuer is now generating revenue from
product sales and is no longer a shall company.
FRANKJ. HARITON •
ATTORNEY-AT -LAW
OTC Markets Group
March 29, 2021
Page 3
The opinions set forth herein are expressed as of the date hereof and remain valid so long as the
document, instruments, records and certificates I have examined and relied upon, as noted above, are
unchanged and the assumptions I have made, as noted above, are valid. While this Opinion is intended
exclusively for use by OTC Markets Group, the same is hereby granted full and complete rights and
permission without any future request to publish this Opinion as part of "OTCMarkets.com" for viewing
by the public and regulatory agencies.
