December 14, 2018
NaturalShrimp Incorporated
5080 Spectrum Drive, Suite 1000
Addison, Texas 75001
Re: Registration Statement on Form S-1 for NaturalShrimp
Incorporated, a Nevada corporation
Ladies and Gentlemen:
We have acted as counsel to NaturalShrimp Incorporated, a Nevada
corporation (the “Company”), in connection with the
preparation and filing with the U.S. Securities and Exchange
Commission of a Registration Statement on Form S-1 (the
“Registration Statement”). The Company is filing the
Registration Statement in connection with the offering from time to
time, pursuant to Rule 415 promulgated under the Securities Act of
1933, as amended, by certain selling stockholders of up to
60,000,000 shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), issuable to GHS
Investments, LLC (“GHS”) pursuant to the terms of an
Equity Financing Agreement (the “EFA
Shares”).
The offering of the shares of Common Stock will be as set forth in
the prospectus contained in the Registration Statement, as amended,
and as supplemented from time to time.
In rendering these opinions, we have examined the Company’s
Articles of Incorporation and Bylaws, both as amended and currently
in effect, the Registration Statement, and the exhibits thereto,
and such other records, instruments and documents as we have deemed
advisable in order to render these opinions. In such examination,
we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photo
static copies and the authenticity of the originals of such latter
documents. In providing these opinions, we have further relied as
to certain matters on information obtained from officers of the
Company.
As a result of and subject to the foregoing, we are of the
following opinion:
Upon their issuance to GHS pursuant to the terms and conditions of
the Equity Financing Agreement with GHS, the EFA Shares will be
validly issued, fully paid and non-assessable.
The foregoing opinion is qualified to the extent that the
enforceability of any applicable agreement, document, or instrument
discussed herein may be limited by or subject to bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization,
moratorium or other similar laws relating to or affecting
creditors’ rights generally, and general equitable or public
policy principles.
We have relied as to certain matters on information obtained from
officers of the Company, and other sources believed by us to be
responsible.
Our opinion letter is expressly limited to the matters set forth
above, and we render no opinion, whether by implication or
otherwise, as to any other matters relating to the Company, the
shares of Common Stock or the agreements and instruments addressed
herein, or in the Registration Statement. This opinion is based
upon currently existing statutes, regulations, rules and judicial
decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set
forth herein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to this firm under
the caption “Legal Matters” in the Prospectus which is
a part of the Registration Statement.
Very
Truly Yours,
/s/ Lucosky Brookman LLP
Lucosky
Brookman LLP