Marijuana Strategic Ventures : Attorney Representation Letter for Marijuana Strategic Ventures Inc

In de pe nde nt L aw P L L C

A l a n T . H a w k i n s , E s q .

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2 1 0 6 N W 4 t h P l a c e , G a i n e s v i l l e , F l o r i d a 3 2 6 0 3

August 22, 2022

Delivered via electronic upload

OTC Group Markets, Inc.

300 Vesey Street

New York, NY 10282

Re: Attorney Representation Letter for Marijuana Strategic Ventures Inc

To Whom It May Concern:

Marijuana Strategic Ventures Inc, a Nevada corporation (the "Company"), requested that I provide this representation letter to OTC Markets Group, Inc. ("OTC Markets") concerning current information relating to the Company that has been made publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 (the "Act") and other matters.

This letter will include representations of all matters required by OTC Markets with respect to the Company. Based on the foregoing, the undersigned avers and affirms that OTC Markets may rely on the information contained in this letter relating to the Company's disclosure of public information within the meaning of the Act and further avers and affirms as follows:

About the Undersigned

The undersigned is a U.S. resident and has been retained by the Company for the purpose of rendering this letter and related matters. The undersigned has provided legal services for the Company as outside legal counsel in the areas of securities law, general corporate law and other matters. This letter does not include the work of other counsel. The undersigned

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is authorized to practice before all the courts in the State of Florida. This letter is provided pursuant to the laws of the jurisdictions of the United States and Florida. The undersigned is permitted to practice before the Securities and Exchange Commission (the "SEC") and has not been prohibited from practice thereunder. The undersigned 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 any civil or criminal case in any state or jurisdiction.

I have examined such corporate records and other documents and such questions of law as to considered necessary and appropriate for purposes of rendering this letter. As to matters of fact, I have relied on information obtained from public officials, officers of the Company and other sources and represent that all such sources are believed to be reliable.

Information	Date Filed
Information and Disclosure Statement; Quarterly Report,	August 2, 2022
Financial Statements for the period ended June 30, 2022.
Information and Disclosure Statement; Quarterly Report,	May 9, 2022
Financial Statements for the period ended March 31, 2022.
Information and Disclosure Statement; Amended Annual Report,	March 2, 2022
Financial Statements for the period ended December 31, 2021.
Information and Disclosure Statement; Amended Annual Report,	February 17, 2022
Financial Statements for the period ended December 31, 2020.

Furthermore, the undersigned has:

• Personally met with the Company's Chief Executive Officer, Kimberly Carlson, the Company's Chief Operating Officer, James Hancock, and with the Company's sole director, Donald Steinberg;
• Reviewed the information, published by the Company through OTC (Disclosure & News Service); and
• Discussed the information with the Company's Chief Executive Officer, Kimberly Carlson, the Company's Chief Operating Officer, James Hancock, and with the Company's sole director, Donald Steinberg.

Adequacy of Public Information

It is my opinion that the information currently available concerning the Company:

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• Constitutes adequate current public information concerning the Securities and the Issuer that is available within the meaning of Rule 144(c)(2) under the Securities Act;
• Includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the "Exchange Act");
• Complies as to form with the OTC Markets Group's OTC Pink Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and
• Has been posted through the OTC Disclosure & News Service.

Financial Reporting

The Company's Chief Executive Officer, Kimberly Carlson, is the person primarily responsible for the preparation of the financial statements contained in the Disclosure Statement.

The financial statements were compiled by were prepared by Stacey Johnigarn and Nicholas Coleck of Pinnacle Tax Services Inc. Stacey Johnigarn is a senior financial analyst and accountant with Pinnacle Tax Services and holds a bachelor's degree in business from Barclay's College in Los Angeles. Nicholas Coleck is an accounting manager and tax associate with Pinnacle Tax Services and holds a bachelor's degree in business administration with a major in accounting from Washington State University.

Pinnacle Tax Services Inc. is a Los Angeles, California tax and accounting firm licensed with the California Board of Accountancy, with a corporate CPA license listed as "current and valid", with offices at 520 South Grand Ave, Ste 320, Los Angeles, CA 90071.

Transfer Agent

The Company's transfer agent is Transfer Online with its office at 512 SE Salmon Street, Portland, OR 972141. Transfer Online is registered with the SEC. I have reviewed the transfer agent's written confirmation of the number of shares currently issued and outstanding by the Company, as set forth in the Disclosure Statement.

SEC Investigation

To the best of the undersigned's knowledge, after inquiry of the Company's management and the directors, neither the Company nor any shareholder owning more than five percent (5%) of its outstanding shares of common stock nor any officer, director or counsel of the

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Company is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws.

Reliance

No person other than OTC Markets is entitled to rely on the information contained in this letter; and the undersigned hereby grants to OTC Markets full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for viewing by the public and regulators.

Shell company

The Company is not considered a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. The Company operates an active business and has greater then nominal assets and is actively pursuing its business plan, and should be considered a development stage enterprise.

If you have any further questions regarding the Company, please feel free to contact me at the above address.

Very truly yours,

Alan T. Hawkins

Independent Law PLLC

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