EX1A-12 OPN CNSL 7 ex12-1.htm


Exhibit 12.1



CrowdCheck Law LLP

700 12th Street NW, Suite 700

Washington, DC 20005


July 14, 2021


Board of Directors

Revival AI Inc.

10940 S. Parker Road, #872

Parker, CO 80134


To the Board of Directors:


We are acting as counsel to Revival AI Inc. (the “Company”) with respect to the preparation and filing of and post-qualification amendment to its offering statement on Form 1-A POS. The post-qualification amendment to the Company’s offering statement covers the contemplated sale of up to 20,000,000 shares of the Company’s Class B Non-Voting Common Stock.


In connection with the opinion contained herein, we have examined the post-qualification amendment to the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the Company’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.


Based upon the foregoing, we are of the opinion that the shares of Class B Non-Voting Common Stock being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.


No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.


We further consent to the use of this opinion as an exhibit to the offering statement.


Yours truly,


/s/ CrowdCheck Law, LLP