LINNLAW
A PROFESSIONAL CORPORATION
_________________
______________
1478 Stone Point Drive, Ste.100
Roseville, CA 95661
TELEPHONE:
916-782-4404
ROGER D. LINN
rlinn@linnlawcorp.com
Minerva Gold Inc.
August 3, 2021
12/1 Kunayev Street, 1A 17
Nur-sultan, 010000, Kazakhstan
Attn: Aftandil Aibekov, President
Re:
Securities Being Registered under Registration Statement on Form S-1
Gentlemen/Ladies:
At your request we have examined the Amendment #1 to Registration Statement on Form S-1
(the "Amended Registration Statement") proposed to be filed by Minerva Gold Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
“Commission”) on or about August 3, 2021, in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of up to 10,000,000 shares of the
Company’s common stock (collectively the “Shares”).
In rendering this opinion, we have examined such matters of fact as we have deemed necessary
in order to render the opinion set forth herein, which included examination of the following
documents:
(1)
The Amended Registration Statement on Form S-1.
(2)
Copies of the Company’s (i) Articles of Incorporation filed with the Nevada Secretary
of State on February 24, 2021, (the “Articles”).
(3)
A copy of the Company’s Bylaws, certified to us by the Company as being complete,
current and correct (the “Bylaws”).
(4)
Minutes of meetings and actions by written consent of the Company’s Board of
Directors relating to the Registration Statement, which were certified to us by the
Company in the Management Certificate as being complete, correct and unamended.
(5)
A Management Certificate addressed to us and dated as of August 2, 2021 executed
by the Company containing certain factual representations (the “Management
Certificate”).
As to matters of fact that are relevant to this opinion, we have relied solely upon our examination
of the documents referred to above, certificates of public officials and such additional
examination as we consider relevant to this opinion and have assumed the current accuracy and
Minerva Gold Inc.
August 3, 2021
Page 2
completeness of the information obtained from the documents referred to above and such
additional examination. We have made no independent investigation or other attempt to verify
the accuracy of any of such information or to determine the existence or non-existence of any
other factual matters; however, we are not aware of any facts that would cause us to believe that
the opinion expressed herein is not accurate.
We have not examined the laws of any state other that the existing applicable corporate law
pursuant to Nevada Revised Statutes (“Nevada Law”). Subject to the remaining qualifications
set forth herein, we do not express any opinion herein concerning any law other than the Nevada
Law and the federal securities laws of the United States of America.
In connection with our opinion expressed below, we have assumed that, at or before the time of
any sale of Shares pursuant to the Amended Registration Statement, the Amended Registration
Statement will have been declared effective by the Commission under the Securities Act, that the
registration will apply to such sale of Shares and will not have been modified or rescinded.
Based upon the foregoing, it is our opinion that the Shares to be sold by the Company pursuant
to the Amended Registration Statement when issued will be validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Amended Registration Statement and
further consent to all references to us, if any, in the Amended Registration Statement, the
Prospectus constituting a part thereof and any amendments thereto. This opinion is intended
solely for the use in connection with the issuance and sale of shares subject to the Amended
Registration Statement and is not to be relied upon for any other purposes.
Best regards,
LINNLAW CORPORATION
/s/ LinnLaw Corporation
