Exhibit 12
| | 700 12th Street, NW |
| | Washington, DC 20005 |
May 3, 2024
Board of Directors
BOXABL INC.
To the Board of Directors:
We are acting as counsel to BOXABL INC. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A (File No. 024-12402) (the “Offering Statement”). The Offering Statement covers the contemplated sale, in the aggregate, of up to 92,500,000 shares of the Company’s Non-Voting Series A-3 Preferred Stock, composed of up to 88,095,238 shares for purchase by investors, up to 4,404,762 shares to be issued as “Bonus Shares” as defined in the Company’s offering statement, as well as 1,250,000 shares of Non-Voting Series A Preferred Stock to be sold by selling securityholders. Each of the 93,750,000 shares of the Non-Voting Series A-3 Preferred Stock and Non-Voting Series A Preferred Stock is convertible into the Common Stock of the Company upon certain circumstances, with such conversion covered by the Offering Statement.
In connection with the opinion contained herein, we have examined the Offering Statement, the Fifth Amended and Restated Articles of Incorporation, Certificate of Validation, the Bylaws, the Fourth Amended and Restated Stockholders Agreement, the resolutions of the Company’s stockholders and board of directors, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
We are opining herein as to the effect on the subject transactions only of the laws of the State of Nevada, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.
Based upon the foregoing, we are of the opinion that the shares of Non-Voting Series A-3 Preferred Stock, the shares of Non-Voting Series A Preferred Stock, and the Common Stock into which the Non-Voting Series A-3 Preferred Stock and the Non-Voting Series A Preferred Stock may convert, being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.
No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.
We further consent to the use of this opinion as an exhibit to the offering statement.
Yours truly,
/s/ CrowdCheck Law LLP
CrowdCheck Law LLP
AS/TH
