Agro Capital Management : Attorney Letter with Respect to Current Information

100 Pine Street, Suite 1250

San Francisco, CA 94111

Tel: [phone]° Fax: [phone]

www.dolkartlaw.com

Via OTC News & Disclosure Service

May 25, 2022

OTC Markets Group, Inc. - Issuer Services

300 Vesey Street

New York, NY 10282

Tel: [phone]

Fax: [phone]

Re: Adequacy of Current Public Information

Dear Sir or Madam:

I, the undersigned, am an attorney licensed to practice law in the state of California and before the courts of the United States. I am permitted to practice before the Securities and Exchange Commission ("SEC") and have never been prohibited from practice thereunder. I am United States resident and citizen with a law practice in San Francisco, California. This legal opinion is limited to matters of Federal Securities Law.

I represent that neither myself, nor my firm, is not now, any time prior to, including the past five years, been under investigation for any violation(s) of federal or state securities laws, by agencies such as SEC, FINRA, CTFC or state securities regulators; nor suspended nor barred from practice in any jurisdiction; nor charged in any criminal or civil action.

My firm has been retained by Agro Capital Management, Corp, a Nevada corporation. ("ACMB" or the "Company") for the limited purpose of providing a legal opinion on the adequacy of current information available to the public in relation to the filing of an "Information Statement and Disclosure" pursuant to Rule 15c2-11(a) (5) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and Rule 144(c)(2) of the Securities Act of 1933 as amended, (the "Securities Act"). I earned shares in the Company from a prior engagement during 2020 with Apex Holdings, Inc. a subsidiary for legal services which has since ended; the Company has paid me 10,000 shares of restricted common stock this month to perform periodic legal and consulting services including the preparation of this letter.

1. Facts & Assumptions

In rendering this opinion, I have reviewed various corporate records and other documentation necessary and proper for an opinion in conjunction with the filing of the Company's Quarterly Information & Disclosure Statement for the periods ending March 31,

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2021 June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022. Additionally, I have made further inquiry and investigation into the laws, regulations, and commentary available for such filings. With respect to corporate documentation examined, I have presumed the genuineness of all signatures thereon; the authenticity of all documents provided as originals; conformity of all copies to the original documents; and the authenticity of all original documents submitted as copies.

I have also relied upon information available on the Internet, from records with the SEC, FINRA, the OTC Markets Group, Inc. ("OTC"), and from officers of the Company in addition to other sources deemed reliable, such as records on file with the Nevada Secretary of State or Edgar database. Nothing came to my attention during the course of my investigation that led me to conclude that any such documents were not genuine or authentic or that the facts contained therein were not true.

2. Inquiry & Investigation

I have reviewed the Quarterly Reports for the periods ending March 31, 2021 and June 30, 2021 which were posted via OTC News and Disclosure Service on August 20, 2021. However, after review the Quarterly Reports were amended and re-posted on October 20, 2021 and are labeled as such "Quarterly Report- Amended" and "Annual Report - Amended" etc. The Quarterly Report for the period ending September 30, 2021 was amended most recently reposted on January 17, 2022 as v5. The Annual Report and Quarterly Report for the periods ending December 31, 2021 and March 31, 2022 respectively, were posted on May 17, 2022, and subsequently revised and reposted on May 24, 2022.

The Quarterly Reports, including Amendments thereto and other filings of the Company, although unaudited, were prepared by James Pekarsky of Scottsdale, Arizona. Mr. Perkarsky, has extensive professional experience serving as CFO, executive officer and member of the board of directors for numerous public and private companies and is familiar with the preparation and review of financial statements for the same. The Company recently on April 5, 2022 filed on Form S-1 with the SEC including audited financial statements up to the period ending September 30, 2021. The Company's auditor for this filing and their legal counsel are listed in section 9 of the aforementioned quarterly reports.

The Company's transfer agent is Securities Transfer Corporation. I have confirmed via electronic mail that this transfer agent is registered with the SEC and that the number of issued and outstanding shares reflected in the Annual and Quarterly Reports is accurate. Information regarding the accuracy of the shareholder's list and the issued and outstanding shares of the Company can be confirmed with Securities Transfer Corporation 2901 N. Dallas Parkway #380 Plano, TX, 75093, Tel: [phone]orwww.stctransfer.com.

Additionally, on May 13, 2022, I met (via Telephone Conference) with the officers and directors of the Company, Scott Benson and Ted Hicks, to discuss the Annual and Quarterly

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Reports, the information contained therein, the amendments thereto, and specifically its adequacy for these purposes, including updates to the Company's OTC Markets online profile. An interested investor could readily find current information available regarding the Company by which s/he could objectively make a determination pertaining to the corporate financial status and relevant financial information thereby enabling such investor to make an informed and intelligent decision regarding the stock of the company by searching for the Company on the OTC Markets, Inc. website at: https://www.otcmarkets.com/stock/ACMB/disclosure.

Among the officers and directors of the Company, Scott Benson and Ted Hicks, who are listed in the chart on page 7) of the Quarterly Reports as holding 26% and 25% percent respectively of the Company's stock. Of the two >5% shareholders, Benson and Hicks, there is no evidence of any investigation of them or entities controlled by them by state or federal securities regulators.

3. Legal Conclusions

The legal opinion as expressed in this letter is that the Annual Report and Quarterly Report filings for the periods June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022 constitute: (1) adequate information about the Company which is available to the public regarding the shares of common stock and is available within the meaning of Rule 144(c)(2) of the Securities Act of 1933; which (2) includes all of the information that a broker-dealer would be required to obtain from the Company to publish a quotation for the shares of common stock of the Corporation under Rule 15c2-11 of the Exchange Act of 1934; that (3) complies with the OTC Markets, Group Inc. Alternative Reporting Guidelines as they pertain to providing adequate and current information about the Company; and (4) the statement has been posted in the OTC Markets Group, Inc. News and Disclosure Service. OTC Markets Group, Inc. is entitled to rely on this opinion in determining whether the Company has made adequate current information available to the public pursuant to Rule 144(c)(2) of the Securities and Exchange Acts, and may publish this opinion on its website, www.otcmarkets.com, for such limited purposes.

Additionally, (5) the Company is not now "shell company" as such term is defined at Rule 405 of the Securities Act, and 12b-2 of the Exchange Act. The Issuer filed a Form 15 in or about June 2020 having last filed a Form 10-Q for the period ending June 30, 2017. At this time, it indicated it was a "shell" however the company was abandoned shortly thereafter, and no business operations or assets from this time period remain on the Issuer's books. The Company is presently in a transitional phase of its corporate development having recently completed a merger with Apex Holdings, Inc which is discussed in the supplemental information postings dated March 4, 2021 and April 5, 2021 regarding its shell status. However, such information is not "Form 10" information and twelve months have not yet since elapsed from the date such information has been posted despite the Company holding significant non-cash assets and conducting extensive and ongoing business operations.

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The statements and opinions set forth herein reflect observations and results of inquiries up to the date hereof, and shall remain valid for as long as the documents, instruments, records and other information I have reviewed and examined remain unchanged, and the assumptions relied upon continue to be valid. This opinion is intended solely for the use and application of OTC Markets Group, Inc. as it deems appropriate for use and publication on its website.

Kind Regards,

John E. Dolkart, Jr., Esq.

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