Exhibit 12.1
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April 28, 2023
Board of Directors
Energy Exploration Technologies, Inc.
San Juan, Puerto Rico 00918
Re: | Offering Circular on Form 1-A |
Dear Board Members:
You have requested our opinion with respect to certain matters in connection with the filing by Energy Exploration Technologies, Inc. (the “Company”), of a Post-Qualification Amendment No. 1 to Offering Circular on Form 1-A (as amended or supplemented, the “Offering Circular”) with the Securities and Exchange Commission (the “Commission”). The Offering Circular is filed pursuant to Regulation A under the Securities Act of 1933, as amended (the “Act”).
This opinion is submitted pursuant to the applicable rules of the Commission in connection with the qualification of the Offering Circular and the offering by the Company of up to 8,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, as described in the Offering Circular. In rendering our opinion, we are relying on local counsel in Puerto Rico as to matters related to the corporate laws of the Commonwealth of Puerto Rico, which opinion is annexed hereto as Annex A.
In connection with this opinion, and in reliance on local counsel in Puerto Rico as to matters related to the corporate laws of the Commonwealth of Puerto Rico, we have examined and relied upon in conjunction with the opinion of local counsel, original, certified, conformed, photostat or other copies of (a) the Certificate of Incorporation, as amended, and Bylaws, as amended, of the Company; (b) resolutions of the Board of Directors of the Company authorizing the issuance of the Shares; (c) the Offering Circular and the exhibits thereto; and (d) the agreements, instruments and documents pursuant to which the Shares were or are to be issued. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.
Based upon and subject to and limited by the foregoing, we are of the opinion that when the Offering Circular has been qualified by order of the Commission, the Shares, when issued and sold in accordance with the terms and conditions contemplated by and in reliance on local counsel in Puerto Rico as to matters related to the corporate laws of the Commonwealth of Puerto Rico, upon the terms and conditions set forth in the Offering Circular and that certain Subscription Agreement, a form which is attached to the Offering Circular as Exhibit 4.1, and upon receipt by the Company of the agreed upon consideration therefor, will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United States and we express no opinion as to the effect of the laws of any other jurisdiction.
GREENBERG TRAURIG, P.A. ∎ ATTORNEYS AT LAW ∎ WWW.GTLAW.COM
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