Pennexx Foods : Attorney Letter with Respect to Current Information

A N T H O N Y L . G . , P L L C

LAURA ANTHONY, ESQ JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ**

OF COUNSEL:

JACK A. FATTAL, ESQ.***

JESSICA HAGGARD, ESQ. ****

MICHAEL R. GEROE, ESQ, CIPP/US***** CRAIG D. LINDER, ESQ******

PETER P. LINDLEY, ESQ, CPA, MBA JOHN LOWY, ESQ.*******

STUART REED, ESQ

HARRIS TULCHIN, ESQ. ********

*licensed in FL and NY **licensed in NY and NJ

*** licensed in NY

****licensed in Missouri

*****licensed in CA, DC, MO and NY

******licensed in CA, FL and NY

*******licensed in NY and NJ

********licensed in CA and HI (inactive in HI)

WWW.ANTHONYPLLC.COM

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DIRECT E-MAIL: [e-mail]

August 24, 2022

OTC Markets Group Inc.

300 Vesey Street, 12th Floor

New York, NY 10282

Phone: [phone]

Re: Pennexx Foods, Inc.

Attorney Letter for Disclosure Statements pursuant to Pink Basic Disclosure Guidelines

Ladies and Gentlemen:

This law firm ("Counsel") has served as securities counsel to Pennexx Foods, Inc. (the "Issuer") and has been asked to render this attorney letter ("Letter") to OTC Markets Group, Inc. ("OTC Markets") as to the Issuer's compliance with the Disclosure Statement Pursuant to the OTC Pink Basic Disclosure Guidelines. OTC Markets is entitled to rely on the Letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 (the "Securities Act").

Counsel: (i) is a resident of the United States, (ii) resides in the State of Washington, (iii) is admitted to practice law in the State of Missouri, (iv) is permitted to practice before the Securities and Exchange Commission (the "SEC") and has not been prohibited from practice thereunder, (v) does not beneficially own any securities of the Issuer, (vi) has not received, and does not have an agreement to receive in the future, shares of the Issuer's securities, in payment for services, and

1. is not now, nor in the past five years, been: (a) 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;
   (b) suspended or barred from practicing in any state or jurisdiction, or (c) charged in a civil or criminal case.

625 N. FLAGLER DRIVE, SUIE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: [phone] • FAX [phone]

August 24, 2022

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Counsel has examined such corporate records and other documents and such questions of law as it considered necessary or appropriate for purposes of rendering this Letter. In connection with the preparation of this Letter, Counsel has reviewed the following specific documents concerning the Issuer and its securities (the "Information"), which Information is publicly available through the OTC Disclosure & News Service.

PUBLISH	TITLE	PERIOD END
DATE		DATE
08/19/2022	Quarterly Report - Quarterly Report For the Period Ending:	06/30/2022
June 30, 2022
08/10/2022	Supplemental Information - Supplemental Information	06/30/2022
05/16/2022	Quarterly Report - Quarterly Report For the Period Ending:	03/31/2022
March 31, 2022

The Information: (i) constitutes "adequate current public information" concerning the Issuer and the shares of common stock of the Issuer (the "Securities") 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 of the Securities Exchange Act of 1934 (the "Exchange Act"), (iii) complies as to form with the OTC Markets Group's Pink Basic Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (iv) has been posted through the OTC Disclosure & News Service.

The person responsible for the preparation of the Issuer's financial statements is Elliott Berman, CPA who is an accountant with Berman Audit and Advisory, PA. Mr. Berman is a Certified Public Accountant Licensed in Florida. The financial statements are audited.

The Issuer's transfer agent is Standard Registrar and Transfer Co., Inc., with its address at 440 East 400 South, Suite 200, Salt Lake City, UT 84111. Its telephone number is 1(801) 571- 8844. The transfer agent is registered with the SEC. The method used by us to confirm the number of outstanding shares was a review of the Issuer's public filings.

Counsel has: (i) met, via email and phone, with management of the Issuer, namely, Joseph Candito, President; and, Vincent Risalvato, CEO (ii) reviewed the Information published by the Issuer through the OTC Disclosure & News Service and (iii) addressed the Information with management and a majority of directors of the Issuer and has received written certification from each of them that they have reviewed the Information and certify that the Information does not contain any untrue statement of material fact or omit to state a material fact that would make the Information not misleading and agree with its contents.

As to matters of fact, Counsel has relied on information obtained from public officials, officers of the Issuer and other sources. Counsel has no reason to believe that such information or

625 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: [phone] • FAX [phone]

August 24, 2022

Page 3

sources are not reliable.

To the best knowledge of Counsel, after inquiry of management and the directors of the Issuer, neither the Issuer nor any 5% shareholder of the Issuer nor Counsel is currently under investigation by any federal or state regulatory authority for any violations of federal or state securities laws.

The company is not a "shell" company, as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.

We are opining herein as to the United States federal securities laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In addition, the opinions expressed in this Letter are given as of the date of this Letter and Counsel disclaims any obligation to advise OTC Markets of any change in any matter set forth herein.

No person other than OTC Markets is entitled to rely on this Letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act. However, in connection therewith, OTC Markets is granted full and complete permission to publish the Letter through the OTC Disclosure & News Service for public viewing.

Sincerely,

Anthony L.G., PLLC

/s/ Jessica Haggard

Jessica Haggard, For the Firm

625 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: [phone] • FAX [phone]