January 30, 2013
OTC Markets Group, Inc.
304 Hudson Street, 3rd Floor New York, NY 10013
Licensed in Oregon &Washington
Telephone: (503) 806-3533 Fax: (877)284-09033 Email:jevic321@aol.com
RE: Sebastian River Holdings, Inc. ("Sebastian") ("The Issuer") Dear Sir or Madam:
I represent Sebastian River Holdings, Inc., (Symbol: SBRH), a Florida corporation (the "Issuer") as its legal counsel. My client has requested that I render a legal opinion as to whether there is adequate current information available on the OTC Disclosure and News Service for the Issuer and related matters relative to its Annual Report for the period ended December 31, 2012 including related financial reports for the preceding two years. I am not a employee of the Issuer.
This letter is meant to apply to the laws of the United States.
I am a resident of the United States and licensed to practice in the state courts of Oregon and Washington and am also admitted to practice in the U.S. District Court for the District of Oregon and in the U.S. Tax Court. I am also permitted to practice before the Securities and Exchange Commission ("SEC"), and have not been prohibited from practice thereunder.
I have examined the corporate records, documents and such questions of law that I consider necessary or appropriate for purposes of rendering this Opinion Letter. In my review I have met with the Board of Directors and management of the Issuer and have relied upon the representations of management and officers whom I believe to be reliable sources. In addition, I have reviewed the definition of "current information" set forth in Rule 144 (c) of the Securities Act of 1933 (the "Act"), and the OTC Markets Group's Guidelines for Providing Adequate CurrentInformation. IhavereviewedtheIssuer'scorporaterecords including the following:
Restated Articles of Incorporation (posted September 12, 2012) Restated Bylaws (posted September 12, 2012)
Financial Statements and second quarter of the October 2, 2012)
Financial Statements (posted November 1, 2012)
for the prior two fiscal years and the first current fiscal year to date (all posted
for the quarter ended September 30, 2012
?OTC Markets Group, Inc. - p.2 January 30, 2013
RE: Sebastian River Holdings, Inc. ("Sebastian") ("The Issuer")
Financial Statements and Annual Report for the period ended December 31, 2012 (posted January 29, 2013)
In my review I have relied upon the representations of management and officers of the Issuer and on publicly available information regarding the Issuer. Said public information included the Issuer's filing of it's Initial Disclosure Statement for the period ended June 30, 2012, that was filed with and then published in OTC News Service on October 2, 2012. Said review included all financial statements listed above and included by reference in the Initial Disclosure Statement.
I have spoken with management and all of the information I requested as a basis for this opinion has been provided to me and I believe the sources of information reviewed are reliable. In addition, I have reviewed the definition of current information set forth in SEC Rule 144 (c)(2) under the Act ("Other Public Information") as well as the relevant provisions of Rule 15c2-ll of the Securities Exchange Act of 1934 (the "Exchange Act"), and the OTC Markets Group's Guidelines for Providing Adequate Current Information, In my opinion, the information provided:
(A) constitutes "adequate public information" concerning the Securities and the Issuer and "is available' within the meaning of Rule 144 (c)(2) of the Act;
(B) includes all of the information that a broker-dealer
would be required to obtain from the issuer to publish a quotation for the Securities under Rule 15c2-ll under the Exchange Act;
(C) complies as to form with the OTC Markets Group's
Guidelines for Providing Adequate Current Information, which is located at:
www.otcmarkets.com
and
(D) has been posted through the OTC Disclosure and News Service.
The financial statements for the Issuer are the responsibility of Mark Newbauer, President of the Issuer, 12518 NE Airport Way, #148-156, Portland, Oregon 97230. These financial statements have not been audited or presented as such. They were prepared internally by or under the supervision of Mr. Newbauer. Mr. Newbauer has been a officer or director of private companies and investment funds, has experience as a investor and as an independent business consultant and has sufficient experience to prepare unaudited financial statements with assistance
from outside accountants when needed.
The transfer agent for the Issuer is Madison Stock Transfer, Inc., 1688
?OTC Markets Group, Inc. - p.3 January 30, 2013
RE: Sebastian River Holdings, Inc. ("Sebastian") ("The Issuer")
East 16th Street, Brooklyn, New York 11229. The transfer agent is registered with the SEC. I have requested and obtained a copy of the shareholders' list provided to me by management and have confirmed that the number of shares issued is consistent with the corporate records of the Issuer. I have reviewed the disclosure documents currently published on ottcmarkets.com for this Issuer, and have personally reviewed the information, as amended, published by the Issuer on OTC Markets News Service, and have discussed the information with management .
I have confirmed with management that management is not aware of any investigation of the Issuer or of any beneficial owner, officer, director or legal counsel of the Issuer by any federal or state regulatory authority, including the SEC. After a review of documents as set forth above, and consultation with management, it is my opinion that the information presently being provided by the Issuer to OTC Markets Disclosure and News Service in the Financial Reports and Disclosure Information constitutes adequate current public information concerning the Issuer within the meaning of Rule 144(c)(2) of the Act.
OTC Markets, Inc., is entitled and authorized to rely upon this letter in determining whether the Issuer has made adequate information publicly available within the meaning of Rule 144 (c)(2) under the Securities Act of 1933. No person other than OTC Markets, Inc., is entitled to rely on this letter, but full permission is granted to OTC Markets, Inc., to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulators.
Sincerely,
tsK^e.
Vic Devlaeminck
Attorney for Sebastian River Holdings, Inc VD/wp
