SMC ENTE : Entertainment Inc. Annual 2021 - Attorney Letter

April 29, 2022

OTC Markets Group Inc.

300 Vesey Street, 12th Floor

New York, NY 10282

Re: SMC Entertainment, Inc., trading symbol "SMCE" - Annual Report and Disclosure Statement for Year-Ended December 31, 2021

Ladies and Gentlemen:

This letter is written on behalf of our client SMC Entertainment, Inc., a Nevada corporation, (the "Company"). OTC Markets Group Inc. is entitled to rely on this letter in determining if the Company has made adequate public disclosure of current information within the meaning of Rule 144(c)(2) under the Securities Act of 1933, as amended (the "Securities Act"). We are attorneys admitted to the bar of the State of California and resident in the State of California and this letter covers the jurisdiction of the state of California as well as the applicable laws of the United States of America. We are permitted to practice before the Securities and Exchange Commission and have not been prohibited from practice thereunder. We act as outside securities counsel to the Company. One part of our duties is to ensure that regular disclosure is made to the public pursuant to the Securities Act and related rules and regulations.

We have examined such current corporate records and other documents and questions of law as we consider necessary for the issuance of this letter. We have relied on information obtained from public officials, officers of the issuer and other sources. We represent that all such sources are believed to be reliable.

The documents containing the information concerning the Issuer, its financial statements and the Securities that are publicly available as of the date of this letter and that I have reviewed in connection with the preparation of this Opinion include the following:

• Annual Report for the years ended December 31, 2020 and 2021 as filed with OTC Markets, Inc. on April 14, 2022.
• Quarterly Report for the quarter ended September 30, 2021 as filed with OTC Markets, Inc. on November 15, 2021.
• Quarterly Report for the quarter ended June 30, 2021 as filed with OTC Markets, Inc. on August 23, 2021.
• Quarterly Report for the quarter ended March 31, 20211 as filed with OTC Markets, Inc. on May 17, 2021.
• Annual Report for the years ended December 31, 2019 and 2020 as filed with OTC Markets, Inc. on April 5, 2021.

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• Quarterly Report for the quarter ended September 30, 2020 as filed with OTC Markets, Inc. on January 26, 2021.
• Revised Quarterly Report for the quarter ended June 30, 2020 as filed with OTC Markets, Inc. on January 26, 2021.
• Quarterly Report for the quarter ended March 31, 2020 as filed with OTC Markets on January 26, 2021.
• Annual Report for the years ended December 31, 2018 and 2019 as filed with the OTC Markets on January 26, 2021.

All of the aforementioned reports were prepared by Ben Borgers, CPA, and the Company's outside accountant. Mr. Borgers is a CPA licensed by the State of Colorado and has many years of public accounting experience with public, reporting and private companies. The December 31, 2021, and 2020, annual financial statements were not audited.

We have relied on the information contained in the Annual Reports, the Issuer Information and Disclosure Statement for the period ended December 31, 2021 posted with the OTCMarkets.com on April 14, 2022, and the Quarterly Reports, and amendments thereto, for the periods ended March 31, June 30 and September 2021 posted with the OTCMarkets.com on November 15, August 23 and May 20, 2021, respectively, in rendering our opinion. This information constitutes (i) "adequate current public information" concerning the securities and the issuer and "is available" within the meaning of Rule 144(c)(2) under the Securities Act, (ii) 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"), (iii) complies as to form with the OTC Markets' Guidelines for Providing Adequate Current Information, which are located on the internet at www.otcmarkets.com and

1. has been posted through the OTC Disclosure and News Service between January 26, 2021 and April 14, 2022. However, our opinion does not alleviate the professional responsibilities of brokers, dealers and investors to conduct their own due diligence.

The Company is a "shell company" as defined in Rule 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act.

In examining the foregoing documents, we have assumed the authenticity 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. We have also assumed all oral representations in connection with this matter to be accurate. Nothing came to our attention during the course of our investigation that led us to conclude that any of such documents were not genuine or authentic or that the facts set forth therein were not true.

The Issuer's transfer agent is Pacific Stock Transfer Co., 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119. The transfer agent is registered with the Securities and Exchange Commission. The method used by us to confirm the number of outstanding shares was a review of the issuer's filings including shareholder list provide to us by the transfer agent.

We have reviewed the information, as amended, published by the Company through the OTC Disclosure and News Service and met via conference call with Mr. Ronald Hughes, CEO, COO and CFO, Mr. Erik Blum, President and the three directors, Mr. Warwick Kerridge, Charles Provini and Mr. Sachie McQueen, to discuss the information and quality assurance with respect to such information.

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