Annabidiol : Years ending 12.31.2020 & 12.31.2021, and the quarters ended 9.30.2021, 3.31.2022, & 6.30.2022

Michael A. Littman

Attorney at Law

PO Box 1839

Arvada Co.80001

[phone]

July 27, 2022

OTC Markets Group, Inc.

300 Vesey Street, 12th Floor

New York, New York 10282

Re: Annabidiol, Inc.

Opinion of Counsel regarding Adequate Current Information and

Continuing Disclosure Requirements for the years ending December 31, 2020, and 2021, and the quarters ended March 31, 2022, June 30, 2022, and Sept. 30, 2021.

Dear Sir or Madam:

This firm is acting as special counsel for Annabidiol, Inc. ("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 Annabidiol, 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 By Laws.
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, and other material information.
5. The following reports as posted to OTC Markets Disclosure and News Service for the Company:

Posted:

09/23/2021

09/23/2021

07/22/2022

07/22/2022

05/19/2022

03/30/2022

03/30/2022

11/15/2021

Quarterly Report - Amended - 2nd Quarter Ending 6/30/2021 & Disclosure Statement

Quarterly Report - Amended- 1st Quarter Ending 3/31/2021 & Disclosure Statement

Quarterly Report - 2nd Quarter Ending 6/30/2022 & Disclosure Statement Quarterly Report - Amended - 1st Quarter Ending 3/31/2021 & Disclosure Statement

Quarterly Report - 1st Quarter Ending 3/31/2022 & Disclosure Statement Annual Report - Annual Report - Year-End 2021 Report & Disclosure Annual Report - Amended - Year-End 2020 Report & Disclosure Quarterly Report - 3rd Quarter Ending 9/30/2021 & Disclosure Statement

Note: Prior filings have not been listed in light of the amended filings above:

The opinions and conclusions contained in this Opinion Letter are based upon documentation and facts made available to this firm and discussions with Annabidiol, Inc.'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 Annabidiol, Inc. 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 Annabidiol, Inc. Counsel has (i) conferred with management and a majority of the directors of the Issuer, Mr. David Peralta (sole director and officer) electronically (due to covid) and has

1. reviewed the Information, as amended, published by the Issuer through the OTC Disclosure & News Service and has (iii) discussed the Information with management and a majority of the directors of the Issuer.

Annabidiol, Inc. was incorporated Delaware on September 22, 2009 and is in good standing in Delaware..

The Company's Year End is December 31. As of December 31, 2021, and June 30, 2022, the Company had 39,950,306 shares of its Common Stock deemed outstanding. There are

478 stockholders of record as of July 26, 2022. As of June 30, 2022, of the total amount of common shares outstanding 237,731 shares are shown as "unrestricted" and 39,712,575 shares are "restricted securities" as that term is used under the Securities Act of 1933, per the Transfer Agent records. Annabidiol, Inc. is currently authorized to issue 495,000,000 total shares of common stock.

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 several 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 still a "shell" as defined in Rule 405 promulgated under the Securities Exchange Act of 1934.

The party acting as the transfer agent for Annabidiol, Inc. is Mountain Share Transfer, Inc., which is registered with the Securities and Exchange Commission (SEC), as a transfer agent.

An inquiry to the above noted transfer agent for Annabidiol, Inc. resulted in a shareholder list which was the source of confirmation for the information regarding the common shares.

The person responsible for preparing the financial statements contained in the information is Chris Kohler as the company's accountant, and the Financial Statements have not been audited.

No person or entity other than OTC Market Group, Inc. is entitled to rely upon this opinion. OTC Market 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 Market Group, Inc. may rely on the above in determining whether 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, and(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,

1. complies as to form with the OTC Market Group's Basic Disclosure Guidelines which are located at www.otcmarkets.com and (iv) has been posted through the OTC Disclosure and News Service.

The author of this Opinion of Counsel is licensed in the State of Colorado. Counsel is a United States citizen, is permitted to practice before the SEC and has not been prohibited from such practice. 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, or any 5% holder, is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws. Counsel is not currently, nor 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. Counsel is not currently, nor has been in the past five years, suspended or barred from practicing in any state or jurisdiction, and Counsel has not been charged in a civil or criminal case.

Counsel does not own any shares of the Issuer and has no agreement to receive shares for services rendered, of the issuer.

Sincerely,