Invent Ventures : Attorney Letter

	FRANKLIN OGELE, P.A.
	Attorney at Law
	One Gateway Center, 26th Fl
	Newark, New Jersey 07102
	Phone: [phone] / Fax: [phone]
	www.ogelelaw.com
Office: [phone]	Bar Admissions
Fax: [phone]	New York (Bar #2364974)
	New Jersey (Bar #002521990)

August 16, 2022

OTC Markets Group, Inc.

300 Vesey Street, 12th Floor

New York, NY 10282

Re:	Invent Ventures Inc.

Gentlemen:

We have been retained by Invent Ventures Inc., a Nevada corporation (the "Issuer"), to render an opinion as to whether (i) the period ended June 30, 2022, March 31, 2022, the Annual Reports for the year ended December 31, 2021 and December 31, 2020 respectively, published by the Issuer on the OTC Disclosure & News Service on August 2, 20221 (ii) Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines, published by the Issuer on the OTC Disclosure & News Service on August 2, 2022 (collectively, the "Information") constitute adequate current information for purposes of Rule 144(c)(2) promulgated under the Securities Act of 1933 (the "Act"). I represent the Issuer as general corporate counsel, retained by the Issuer for the purpose of rendering this letter and related matters. I do not beneficially own any shares of the Issuer's securities. I have not received nor have an agreement to receive in the future, any shares of the Issuer's securities, in payment for my services.

OTC Markets Group, Inc. ("OTC Markets") may rely on this opinion in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) of the Act.

I have examined such corporate records and other documents and such questions of law as I have deemed necessary or appropriate for purposes of rendering this opinion. As to matters of fact, I have made such inquiries of the Issuer's officers as I deemed necessary to render this opinion and believe that such sources were reliable.

The people responsible for preparing the financial statements of the Issuer contained in the Information for the period ended June 30, 2022, March 31, 2022, the Annual Reports for the year ended December 31, 2021 and December 31, 2020 respectively are (i) Alan Lewis and Pubco Tax and Accounting who are both qualified to prepare financial statements by virtue of their training and experience as accountants. The financial statements have not been audited.

1 The June 30, 2022 Report was published on August 3, 2022.

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The Issuer's transfer agent is VStock Transfer LLC (the "Agent"). The Agent is registered with the SEC as such under the Securities Act. We have confirmed the number of outstanding shares of the Issuer set forth in the Information with the Agent.

The undersigned attorney has (a) personally met via telephone calls with Alan D. Lewis II, the CFO, CCO and Director and Demetrios Mallios, CEO and Director and (b) reviewed the Information posted by the Issuer on the OTC Disclosure & News Service, and (c) discussed the Information with Alan D. Lewis II, the CFO, CCO and Director and Demetrios Mallios, CEO and Director of the Company. To my knowledge, after inquiry of management and the directors of the Issuer, no holder of five percent (5%) or more of its securities, nor the Issuer's counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.1

As a result of the foregoing, I am of the opinion that:

1. The Information constitutes adequate current public information concerning the Issuer's securities and the Issuer within the meaning of Rule 144(c)(2).
2. The Information is available within the meaning of Rule 144(c)(2).
3. The Information includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Issuer's securities under Rule 15c2-11 under the Exchange Act.
4. The Information complies as to form with the Pink OTC Markets Guidelines for Providing Adequate Current Information.
5. The Information has been posted through the OTC Disclosure & News Service.
6. To the best of my knowledge, after inquiry of management and the directors of the Issuer, none of the Issuer, any 5% holder, or counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.
7. Rule 144 ("Rule 144") of the Securities Act of 1933, as amended, defines a 'shell company,'

1 Bryce Knight owns 5.4% of issued and outstanding shares of the Company. On January 14, 2016, the SEC commenced administrative proceedings against Bryce Knight ("Knight") and INVENT Ventures ("Invent") In the Matter of INVENT Ventures, Inc., and Bryce Knight, Administrative Proceeding File No. 3-17056for various violations of the Exchange Act and the Investment Company Act. In anticipation of the proceedings, Knight and Invent submitted an Offer which was accepted by the SEC, resulting in the entry of Cease-and-Desist Order of January 14, 2016 against Knight and $50,000 in civil monetary penalty (the "Order"). The Order bars Knight from serving or acting as an employee, officer, director or member of advisory board, investment advisor or depositor, of or principal underwriter, for, a registered investment adviser, depositor, or principal underwriter. Knight has since resigned from the Board of Directors of the Company since April 10, 2017. It is my understanding that as of the date of this Opinion, Knight has not paid the $50,000 civil penalty per the Order.

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as a company which has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets). It is my opinion that, the Issuer is not, as of the date hereof, and has not been, a 'shell company.'

The undersigned attorney is a resident of the United States and is admitted to practice law in the State of New York. The undersigned attorney is permitted to practice before the Securities and Exchange Commission and has not been prohibited from practice thereunder. The undersigned attorney is not currently, nor has been in the past five years, suspended or barred from practicing in any state or jurisdiction, and has not been charged in a civil or criminal case. The undersigned attorney is not currently, nor has in the past five years, been the subject of an investigation, hearing, or proceeding by the SEC, the U.S Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency.

This opinion is limited solely to the laws of the United States of America. This opinion speaks only of the above date and is based solely on the facts and circumstances known to me as of such date. In rendering this opinion, I assume no obligation to revise, update or supplement this opinion in response to any subsequent factual or legal developments.

This opinion is rendered solely to OTC Markets and no person other than OTC Markets is entitled to rely upon it. However, I grant OTC Markets full and complete permission and rights to publish this opinion through the OTC Disclosure & News Service for viewing by the public and regulators.

Very truly yours,

/s/ Franklin OgeleFranklin Ogele, Esq.

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