Spotlight Capital : Attorney Letter with Respect to Current Information

THE LAW OFFICES OF M. AMBER BARGER, PLLC

3901 Arlington Highlands Blvd., Suite 200, Arlington, TX 76018

[e-mail] ● [phone]

April 18, 2022

VIA ELECTRONIC MAIL

OTC Markets Group Inc.

300 Vesey Street, New York, NY

New York, NY 10282

RE: ATTORNEY LETTER WITH RESPECT TO CURRENT INFORMATION - SPOTLIGHT CAPITAL HOLDINGS, INC (SLCH)

To Whom It May Concern:

This office has been retained by Spotlight Capital Holdings, Inc., a Colorado Corporation, with its principal office located at 3723 San Gabriel River Parkway, Suite A, Pico Rivera, CA 90660 (the "Issuer") for the specific purpose of rendering this letter. Only OTC Markets Group is entitled to rely on this letter and publish in determining whether it has made adequate current information publicly available on its website within the meaning of Rule 144(c)(2) under the Securities Act of 1933. OTC Markets Group is granted full and complete permission and rights to publish this letter through the OTC Disclosure & News Service for public viewing.

I am a U.S. Resident and licensed to practice law in the states of Texas and Oklahoma. I am permitted to practice before the Securities and Exchange Commission (SEC) and have not, at any time, been prohibited from practice thereunder. The jurisdictions covered by this letter include the laws of the United States of America. I have not currently, nor have been in the past five years, suspended or barred from practicing in any state or jurisdiction, nor charged in a civil or criminal case. I am not currently, nor have I been 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 regulatory agency.

I am independent counsel retained solely for the purpose of reviewing the current information supplied by the issuer. 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, shares of the Issuer's stock, in payment for services.

I have examined such corporate records and other documents, and such questions of law that I have considered necessary or appropriate for the purposes of rendering this letter. I have also spoken to Deshorn King, CEO of the Issuer. The documents that I have reviewed ("Information") include, but are not limited to:

SLCH

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1. The Issuer's Annual Report for the Year Ended December 31, 2021, published to the OTC on March 31, 2022 and April 11, 2022;
2. The Issuer's Quarterly Report for the Period Ended June 30, 2021, published to the OTC on August 16, 2021; and
3. The Issuer's Quarterly Report for the Period Ended September 30, 2021, published to the OTC on November 16, 2021.

As to matters of fact, I have relied on information obtained from public officials, officers and directors of the Issuer and other source, and these sources are believed to be reliable. In examining the Information, I have assumed that:

1. All statements and representations contained therein were accurate and reliable;
2. All signatures contained therein were genuine;
3. All documents submitted to me were true and accurate copies; and
4. All natural persons who signed documents had the legal capacity to do so.

Based on the foregoing review and other matters set forth herein, it is my opinion that the Information (i) constitutes "adequate current public information" concerning the Securities and the Issuer; (ii) has been made publicly available within the meaning of Rule 144(c)(2) under the Securities Act; (iii) 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"); (iv) complies as to form with the OTC Markets Group's Pink Basic Disclosure Guidelines; and (v) has been posted through the OTC Disclosure & News Service.

The individuals responsible for the preparation of the Disclosure Statement and Financial Statements contained in the Information were Murray Goldenberg, an independent consultant, and Deshorn King, CEO and CFO. Murray Goldenberg is an independent consultant and provided preparation services as an independent contractor and not an employee or shareholder. These statements are not audited. I also personally spoke with Mr. Goldenberg.

The Issuer's transfer agent is Olde Monmouth Stock Transfer Co., Inc., which is registered with the Securities and Exchange Commission. I relied upon information provided by Olde Monmouth Stock Transfer Co., Inc. to confirm the number of outstanding shares set forth in the Information.

To the best of my knowledge, after inquiry of management and the directors of the Issuer, the Issuer, nor any 5% holder, nor counsel, is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

SLCH

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The issuer is not a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. The Issuer was previously a shell company, but changed its shell status in 2021.

No person other than the OTC Markets Group is entitled to rely on this letter; however, OTC Markets Group is granted full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for public viewing.

This letter is meant to cover and speak in regard to the Issuer's fiscal years 2021 only and shall not apply for any other period.

Very Truly Yours,

M. Amber Barger

SLCH

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