3 5 0 E A S T L A S OL A S B O U L E V A R D , S U I T E 1 7 5 0
F T . L A U D E R D A L E , F L 3 3 3 0 1 - 4 2 7 5
TE L E P H O N E : 9 5 4 - 9 9 1 - 5 4 2 0
F A C S I M I L E : 8 4 4 - 6 7 0 - 6 0 0 9
h t t p : / / w w w . d i c k i n s o n w r i g h t . c o m
J O E L D . M A Y E R S O H N
J M a y e r s o h n @ d i c k i n s o n w r i g h t . c o m
9 5 4 - 9 9 1 - 5 4 2 6
December 10, 2020
OTC Markets Group Inc.
300 Vesey Street, 12th Floor
New York, NY 10282
Re: Opinion as to whether the public disclosure of information by HeadsUp
Entertainment, Inc. (the "Issuer") through publication of such information on
the OTC Disclosure & News Service constitutes "adequate current public
information" that is "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, as amended (the "Act").
Dear Gentlemen:
This law firm and undersigned counsel, who is a United States resident, have been retained
as special counsel to the Issuer for the purpose of reviewing certain current information supplied
by the Issuer and rendering this letter and related matters. Undersigned counsel has not received,
nor has agreement to receive in the future, shares of the issuer’s stock in payment for services. In
this regard, undersigned counsel has been asked to render an opinion as to whether the public
disclosure of such information by the Issuer through publication on the OTC Disclosure & News
Service constitutes making "adequate current public information" "available" within the meaning
of Rule 144(c)(2) promulgated by the SEC under the Act.
Undersigned counsel is an attorney admitted to practice in Florida, is in good standing
with the Florida Bar, is permitted to practice before the SEC and has not been prohibited from
practice thereunder. Counsel has never been suspended or barred from practicing in any state or
jurisdiction and has never been charged in a civil or criminal case. Counsel is not currently, or has
not been in the last five years the subject of an investigation, hearing or proceeding by the SEC,
the U.S. Commodity Futures Trading Commission, FINRA, or any other federal, state, or foreign
regulatory agency. The jurisdictions covered by this letter include the laws of the United States.
For purposes of rendering this letter, undersigned counsel has examined such corporate
records and other documents and such questions of law as counsel considered necessary or
appropriate.
For the purpose of rendering the opinions set forth herein, undersigned counsel has
examined and reviewed the following documents, which are believed to be the documents relevant
to the opinions set forth herein:
AI
