Voice Assist : Attorney Opinion Letter - 2021 Annual Report

The Midway Law Firm APC

Lawyers

ATTORNEYS AT LAW

Marc Steven Applbaum

4275 Executive Square, Suite 200 La Jolla, Ca 92037

______________________________________________________________________________

April 22, 2022

OTC Markets Group, Inc.

304 Hudson Street, Third Floor New York, New York 10013

Attorney Letter Regarding Adequate Current Information of Voice Assist, Inc. ("VSST")

Dear Sir or Madam:

We have acted as special counsel to VSST, a Nevada corporation (the "Company"), with respect to the provisions of Rule 144(c)(2) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company has requested that we provide this letter to you for posting on the OTC Disclosure and News Service ("OTC News Service").

In our capacity as special counsel to the Company, we have examined such corporate records and other documents of the Company, including its Articles of Incorporation, Bylaws, and certain minutes and actions of the Company's Board of Directors and its stockholders (the "Corporate Documents") and we have made such other investigations of law and facts as we have deemed necessary to enable us to make the confirmations expressed below. We have also examined the documents listed below (the "Information"):

•  VSST'S Quarterly Report for the period ending March 31, 2021, as posted with the OTC News

Service on May 5, 2021.

•  VSST'S Quarterly Report for the period ending June 30, 2021, as posted with the OTC News

Service on September 24, 2021.

•  VSST'S Amended Quarterly Report for the period ending June 30, 2021, as posted with the

OTC News Service on October 8, 2021.

•  VSST'S Quarterly Report for the period ending September 30, 2021, as posted with the OTC

News Service on October 22, 2021.

•  VSST'S Annual Report for the period ended December 31, 2021, as posted with the OTC

News Service on April 21, 2022.

As to matters of fact, we have relied upon the Corporate Documents, the Information, and such other information provided by the officers and directors of the Company and the Company's transfer agent as we deemed relevant. The undersigned counsel has also personally met with the Company's President and Board Member Joseph Passalaqua through video conference call on two different occasions. In such meetings and telephone conversations the Information, the Corporate Documents, andother information as provided by the Company were discussed. We have no reason to believe that such information, documents, and records from all sources as provided to us are not accurate, authentic and reliable.

The confirmations and statements expressed are limited solely to the federal law of the United States and the law of the State of Nevada.

Based upon the foregoing and subject to our stated assumptions, qualifications and limitations, we confirm that:

The financial statements of VVST contained in the Information were not audited and were prepared Joseph Passalaqua. Mr. Passalaqua has an accounting background

The Issuer's transfer agent (the "Transfer Agent") is Transfer Online, whose address is 512 SE Salmon St., 2nd Floor, Portland OR 97214. The transfer agent is registered with the Securities and Exchange Commission. The method used by counsel to confirm the number of outstanding shares was review of the shareholders' list generated by the Transfer Agent.

The Information (a) constitutes "adequate current public information" concerning the Company's common stock as quoted on the OTC Link (the "Securities"), and "is available" within the meaning of Rule 144(c)(2) of the Securities Act, (b) includes all the information that a broker-dealer would be required to obtain from the Company to publish a quotation for the Securities pursuant to Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, (c) complies as to form with the OTC Markets Group's

OTC Risk Disclosure Guidelines for Providing Adequate Current Information, available atwww.otcmarkets.com (d) has been posted through the OTC News Service.

To the best of our knowledge, after inquiry of management and the directors of the Company, we confirm that neither our firm, nor the Company, nor any 5% or more holder of the Securities is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

The confirmations and statements made in the letter are subject to the following assumptions, exceptions and qualifications:

(a) We have assumed that (i) all information in all documents reviewed by us is true and correct, (ii) all signatures on all documents reviewed by us are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, and (v) each natural person signing any document reviewed by us had the legal capacity to do so.

(b) Except as specifically set forth herein, we have made no independent investigation as to the accuracy or completeness of any factual matters contained in the records, documents and certificates that we have reviewed in connection with the foregoing opinion.

(c) We make no statement or confirmation with respect to the financial statements and schedules and other financial and accounting information and data other than the confirmations expressly set forth above, and no opinion, statement, or confirmation on any other matter may be inferred or implied from this letter.

(d) We make no statement or confirmation as to any matter other than the confirmations expressly set forth above, and no opinion, statement, or confirmation on any other matter may be inferred or implied from this letter.

(e) The confirmations expressed herein are given as of the date of this letter, and we disclaim any obligation to advise you of any change in any matter set forth herein.

The undersigned counsel: (a) is a resident of the United States; (b) is licensed to practice and in good standing in California; (c) is permitted to practice before the SEC; and (d) has not been prohibited from practice before the SEC.

The undersigned counsel is not currently, or 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

The undersigned counsel is not currently suspended or barred from practicing in any state or jurisdiction, and counsel has not been charged in a civil or criminal case. During the past five years, counsel was suspended from practicing law for two 30-day periods by the California bar. One 30-day period in 2019 was for non-compliance with a family court order. The other 30-day period lasted from October 16 to November 16, 2020 for non-compliance with client trust accounting under the rules of professional conduct.

The issuer, or its predecessors, is not now ever was a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.

No person or entity other than the OTC Markets Group is entitled to rely upon this letter for any purpose. OTC Markets Group is granted permission and rights to publish this letter via the OTC News Service for viewing by the public and applicable regulators.

Very truly yours,

Marc Applbaum