Global Water Technologies : Attorney Letter for 2020 and 2021

April 27, 2022

OTC Markets Group, Inc.

304 Hudson Street, Second Floor New York, NY 10013

Re: Global Water Technologies, Inc.

Opinion of Counsel regarding Adequate Current Information and Continuing Disclosure Requirements for the years ended December 31, 2021 and 2020 and the quarter ended September 30, 2021.

Dear Sir or Madam:

This firm is acting as special counsel for Global Water Technologies, Inc. ("GWTR" or "the Company") and has been retained for the purpose of preparing this Opinion of Counsel, applying the applicable laws of the United States, regarding its corporate operations and level of disclosure of corporate information.

In the course of preparing this opinion, Counsel has reviewed the following documents relating to the Company (together with the date they were posted through the OTC Disclosure and News Service as part of the reports posted with OTC Markets as noted below):

• 1) Articles of Incorporation for the original predecessor of Global Water Technologies, Inc. (Corporation is in good standing with the State of Delaware as of the date above);

• 2) Various Amendments to the Articles of Incorporation and pertinent documents;

• 3) Corporate Bylaws;

• 4) Other related corporate information as were necessary and provided by the corporation's management for the purposes of this letter; including Board Minutes and Stockholder lists;

• 5) The following reports as posted to OTC Markets Disclosure and News Service:

  • a. Annual Report - Disclosure and Financials for the years ended 12/31/2021 and 12/31/2020 (posted 3/14/2022)

  • b. Quarterly Report - Disclosure and Financials 9/30/2021 (posted 11/8/2021)

The opinions and conclusions contained in this Opinion Letter are based upon documentation and facts made available to this firm and discussions with GWTR's management and its Board of Directors and are solely based on the accuracy of those documents and facts. Further, counsel has reviewed all prior disclosures posted by GWTR with various News Services, as amended. All such amended information is believed to be accurate and reliable. In the event that the facts and information in any or all of such documents are determined not to be true, this opinion is rescinded and to be deemed null and void. Counsel has discussed the above documentation, and the underlying assumptions this firm is relying upon, with the

Management of GWTR. Counsel has (i) communicated with management and a majority of the directors of the Issuer, namely Erik Hromadka, CEO, and Tony Sandlin, Director, (ii) reviewed the Information published by the Issuer through the OTC Disclosure & News Service, and (iii) discussed the Information with Management and a majority of the directors of the Issuer.

Global Water Technologies, Inc. was incorporated in the State of Delaware on July 12, 1990 and was known as Fi-Tek VI, Inc. until November 1997, when the Company changed its name to Global Water Technologies, Inc. by filing an amendment to its Articles of Incorporation. Global Water Technologies, Inc. maintained headquarters in Colorado until 2009, when it relocated to Indiana.

The company's fiscal year end is December 31st. As of December 31, 2021 the company had 22,882,146 shares of its common stock deemed outstanding. There are approximately 169 stockholders of record. Of the total amount of common shares outstanding, approximately 5,895,503 shares are freely tradeable, and 16,986,643 shares are "restricted securities" as that term is used under the Securities Act of 1933. GWTR is currently authorized to issue 1,000,000,000 total shares of common stock with $0.0006 par value and 20,000,000 shares of preferred stock with a $0.0001 par value. GWTR had no preferred shares outstanding as of December 30, 2020 and June 30, 2021.

The party acting as the transfer agent for GWTR is Securities Transfer Corporation, with offices at 2901 N. Dallas Parkway Suite 380, Plano, Texas 75093, phone number (469) 633-0101, and is registered with the Securities and Exchange Commission (SEC) as a transfer agent. An inquiry to the transfer agent for Global Water Technologies, Inc. resulted in a shareholder list was the source of confirmation of the information regarding the common shares.

The party responsible for the preparation of the unaudited consolidated financial statements contained in the information is Gregory A. Renz, a Certified Public Accountant and consultant to the Company. The Financial Statements for the periods referenced herein have not been audited.

The Issuer was a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934, at times and for several years during its existence. Based upon its description of its business operations and the current financials, it appears that it is no longer a "shell" as defined in Rule 405 promulgated under the Securities Exchange Act of 1934.

No person or entity other than OTC Markets Group, Inc. is entitled to rely upon this opinion. OTC Markets Group, Inc., however, is granted full and complete permission and rights to publish this document via the OTC Disclosure and News Service for viewing by the general public and regulators. The public and OTC Markets Group, Inc. may rely on the above in determining whether Global Water Technologies, Inc. has made adequate current information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of 1933, as amended. The information which has been posted via OTC Disclosure and News Service (i) constitutes adequate current public information, concerning the securities and the Issuer and "is available" within the meaning of Rule 144(c)(2) of the Securities Act of 1933, as amended, (ii) includes all the information that a broker-dealer would be required to obtain from an Issuer in order to publish a quotation for its securities pursuant to Rule 15c2-11 under the Securities Exchange Act of 1934, ("the

Exchange Act") as amended, (iii) complies as to form with the OTC Markets Group's Basic Disclosure Guidelines which are located atwww.otcmarkets.com, and (iv) has been posted through the OTC Disclosure and News Service.

As of the date hereof to the best knowledge of Counsel, after inquiry of management and the directors of the Issuer, neither the Issuer of the Securities, 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; however, there was a previous investigation into two 5% holders, as previously disclosed by the Company. OICU, Ltd. (owner of 7.2% of common shares) and AQCS, Inc. (owner of 5.4% of common shares) were subject to an SEC action and court order from 2014 that is attached as Exhibit A to the Disclosure for the period ended June 30, 2021 (also attached to several other periodic disclosures posted to the OTC Disclosure and News Service). According to Management, the last known contact for these entities was Timothy J.

Coughlin, also subject to the SEC order and criminal enforcement order, who resigned as a board member on June 30, 2010, the Company had no knowledge or participation in any of the activities targeted by the enforcement actions of the SEC, the Company was not a party to the enforcement action, and the Company was never contacted in the investigation. The named parties OICU, Ltd. and AQCS, Inc. were issued restricted shares and have no management control over the company. Beyond the disclosed final judgment, Counsel is satisfied that there are no current investigations by any federal or state regulatory authority for any violation of federal or state securities laws.

The author of this Opinion of Counsel is licensed in the state of North Carolina. Counsel is a United States citizen is permitted to practice before the SEC and has not been prohibited from such practice. Counsel is not currently, nor has she been in the past five years, 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. Counsel is not currently, nor has she been in the past five years, suspended or barred from practicing in any state or jurisdiction, and has not been charged in a civil or criminal case. Counsel does not beneficially own any shares of the issuer's securities, nor has Counsel received, nor have an agreement to receive in the future, shares of the issuer's stock, in payment for services.

Sincerely,

Christen Lambert

_____________________________

Christen Lambert, Esq.