Pure Harvest Corporate : Attorney Letter with Respect to Current Information

MITCHELL SILBERBERG & KNUPP LLP	Andrea Cataneo
Partner
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
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July 5, 2020

VIA E-MAIL [e-mail]

AND U.S. MAIL

OTC Markets Group Inc.

300 Versey Street, 12th Floor

New York, NY 10282

Re: Attorney Letter for Pure Harvest Corporate Group, Inc. (PHCG) Regarding Current Public Information

Dear Sir or Madam:

The purpose of this correspondence is to inform OTC Markets and the public regarding the availability of current public information for the "Issuer" Pure Harvest Corporate Group, Inc. (PHCG), a Colorado corporation. This law firm acts as corporate and securities counsel and has been retained for the sole purpose of rendering an opinion regarding the availability of current public information as that term is defined in Rule 144(c) (2) of the Securities Act of 1933 as amended. For this purpose, the OTC Markets Group is entitled to rely on this opinion and may publish this letter through the OTC Market Disclosure and News Service (otcmarkets.com) for the purpose of making this information available to the public.

The undersigned and sole author of this opinion letter is licensed to practice law in the states of New York and New Jersey. The Undersigned is also authorized to practice before the United States Securities and Exchange Commission (the "SEC") and has not been disciplined or otherwise prohibited from that practice. The undersigned is not currently and never has been subject to an investigation, hearing, or proceeding by the SEC, the U.S. Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, or any other federal, state, or foreign entity. Moreover, the undersigned never has been and is not currently suspended or barred from practice in any foreign or domestic court of law or other tribunal or been charged in a civil or criminal case. Our firm, Mitchell Silberberg & Knupp, LLP, is a beneficial owner of 40,000 shares of the Issuer's common stock, issued in December of 2021as part of its fee for representation in a prior matter, and personally, the undersigned does not beneficially own any of the issuer's stock and has not been promised any stock in the future for any reason whatsoever.

Facts, Limitations & Assumptions

In rendering this opinion, I have investigated such matters and examined such corporate records and other documents and such questions of law, as I deemed necessary. In examining the documents, I have assumed the genuineness of signatures (both manual and conformed), the authenticity of documents submitted as originals, the conformity with originals of all documents furnished as copies and the correctness of facts set forth in such documents. Nothing came to my

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attention during my investigation that led me to conclude that any such documents were not genuine, or reliable, or that the facts set forth therein were not true. Any opinion expressed herein relates only to the Issuer and its securities. This opinion should not be relied upon by any other person in connection with any other transaction.

Inquiry and Investigation

As to matters of fact upon which I have relied and obtained from Officers and directors of the Issuer and other sources, I have believed such sources to be reliable. Based upon such investigation, to the best of my knowledge, neither the Issuer, its officers, directors, any holder of 5% nor more of the securities of the Issuer, nor counsel for the Issuer is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

In addition, we have viewed the information filed by the Issuer and posted on www.otcmarkets.com, including, without limitation:

Publish Date	Title
7/01/2022	Form 15, Suspension of Duty to File Reports Under Sections 13 and 15(d)
	of Securities Exchange Act of 1934
05/23/2022	Amended Interim Financial Report-Disclosure Statement for period ending
	03/31/22
05/23/2022	Interim Financial Report - Disclosure Statement for Period ended 03/31/22
05/18/2022	Quarterly Report filed with the SEC for the Quarter ended 3/31/2022
05/17/2022	Annual Report - Disclosure Statement for Annual Report 12/31/21
4/20/2021	Annual Report on Form 10-K filed with the SEC, for the Year ended
	12/31/2020
11/23/2020	Quarterly Report filed with the SEC for the Quarter ended 9/30/2020
8/17/2020	Quarterly Report filed with the SEC for the Quarter ended 6/30/2020
6/29/2020	Quarterly Report filed with the SEC for the Quarter ended 3/31/2020
4/27/2020	Annual Report on Form 10-K filed with the SEC, for the Year ended
	12/31/2020

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Publish Date	Title
4/24/2020	Amended Quarterly Report for the Quarter ended 9/30/2019

According to the disclosures in the above referenced documents, they contain normal recurring adjustments including changes in the number of outstanding shares, debts, equity and revenue. Robert L. Hymers III, CPA, a certified public accountant with 17 years of experience assists the Company in the preparation of its reports and disclosures and is the Company's actin Chief Financial Officer. All reports have been reviewed by Matt Gregarek, CEO of Pure Harvest Corporate Group, Inc. and sighed by him where indicated. During our conversations regarding the most recent reports from April 20, 2021 through May 23, 2022, no irregular or unusual circumstances were reported. Regarding the documents reviewed, the undersigned has assumed the legal capacity of all persons and entities, the genuineness of all signatures, the authenticity of all documents, and the veracity of all individuals who provided information regarding this matter.

In the portion of this letter that relies upon the information contained in the OTC disclosures of the issuer, the undersigned has not made an independent investigation regarding the representations contained therein. However, during my review of the documentation and conversations with the issuer's representatives, none of the information appeared incorrect or disingenuous. Therefore, all the information relied upon is believed to be true and reliable, and the documents genuine. This opinion is limited by the assumptions described in this letter and does not apply to any other situation.

The financial disclosures for the fiscal years ending December 2018, December 31, 2019, and December 31, 2020 are financial statements audited by BF Borgers CPA PC, a PCAOB Registered accounting firm. The financial disclosures for the quarter ended March 31, 2022 were reviewed by Robert L. Hymers, III, a Certified Public Accountant who has identified himself as a service provider for the Company. He is located in Los Angeles, CA Mr. Hymers has a Master's of Science degree in Taxation (MST), Bachelor's of Science in Accountancy and a Bachelor's degree in Business Administration from California State University, Northridge (CSUN). He is the founding Managing Editor of CSUN's The Tax Development Journal and has published several tax articles.

Robert L. Hymers, III is a licensed CPA with several years of both tax and auditing experience at Ernst & Young ("EY"), LLP. At EY, Mr. Hymers worked in the Firm's core assurance practice performing audits of publicly and privately held companies, specifically in the real estate industry. Mr. Hymers subsequently transferred to the EY's tax practice, where he specialized in providing tax services to clients in the real estate industry. Mr. Hymers specializes in partnership taxation. In addition, He has a broad range of experience, including ASC 740 tax provision audits, REIT compliance, preparation of 1120, 1065, and 1120S returns, multi-state tax compliance and international tax consulting. Mr. Hymers was a member of EY's National Tax Group (FSO) for several years, which services private equity firms, hedge funds and banks

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Mr. Hymers completed the financial information contained in the above referenced reports in conformance with all recognized professional standards and requirements. The undersigned is informed and believes that My Hymers has no other affiliation with Pure Harvest Corporate Group, Inc.

In my opinion, Mr. Hymers has the qualifications needed to prepare unaudited financial statements for the Issuer.

During our conversation, Mr. Hymers described a thorough review of the company's financial records completed and published by the Issuer on May 17, 2022 and May 23, 2022. BF Borgers CPA PC credentials are contained in the published report for the fiscal years ending 2019 and 2020. BF Borgers CPA PC is an independent registered public auditing firm that according to its published report used professionals with specialized skill and knowledge to assist in the evaluation of the Company estimate of fair value and the development of its own independent expectation.

After discussing this matter with Matt Gregarek, the CEO and CFO of the Company, the undersigned has received written confirmation that none of the individuals identified as owning 5% or more of the company's common stock are currently under investigation by any federal or state agency for the violation of any securities laws, and never have been charged, indicted or been found guilty of any securities law violations including legal counsel. Consequently, to the best of my knowledge, after reasonable inquiry, the above referenced information can be relied upon by OTC Markets and the public as being true.

As of the writing of this report, the undersigned confirmed the number of outstanding shares of the Issuer by reviewing the information contained in the 2021 annual report and reviewing the "Security Details" available on the OTC Disclosure and News Service.

Non-Shell Status

According to the issuer's OTC disclosures it is not now and never has been a "shell company" as defined by Rule 405 of the Securities Act and 12b-2 of the Exchange Act. My factual inquires support the conclusion that the company has been an ongoing concern with more than nominal assets and operations since its inception in 2004. My opinion has been confirmed by the information contained in the independent audit completed by BF Borgers CPA PC and the public accountant and CFO for the Company, Robert L. Hymers. However, a more detailed analysis is beyond the scope of this letter since the company has been inexistence for over 20 years.

Legal Opinion

It is the undersigns opinion that the information provided by the issuer presents "adequate current public information" regarding the issuer and its securities that is available to the public as those terms are defined in Rule 144(c)(2) of the Securities Act of 1933. The available information contains all of the information a broker-dealer would need to publish a quote for the Securities under Rule 15c2-11 of the Securities Exchange Act of 1934, as amended. It also is

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consistent with OTC Market Group's Pink Basic Disclosure Guidelines that have been published through the OTC Disclosure & News Service. The information has been updated pursuant to the request of OTC's compliance department including the filing of the Annual Report for the year ending 2021, Quarterly Reports, and Interim Financial Reports. The opinions contained in this letter are limited to the United States federal securities laws, without regard to any other state, local or municipal laws of any jurisdiction. Nothing in this correspondence should be construed as a guarantee or a definitive opinion of fact. All opinions assume that the presented documents and statements of management are true, and the facts contained in the documents reviewed in support of this opinion are genuine. The letter is being presented in accordance with the guidelines of the OTC Market Disclosure and New Service and OTC is hereby granted all permissions and rights to publish and rely on this letter as of the date of its issuance. This correspondence applies only to law, facts and circumstances described herein and should not be relied upon by any other person or entity for any purpose. No other publication, use or reproduction of this correspondence is authorized without the specific written permission of the undersigned.

Sincerely,

Andrea Cataneo

Andrea Cataneo

Partner of

MITCHELL SILBERBERG & KNUPP LLP

AJC

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