Filing Now will we find out got who the 7,990,282 unrestricted shares Continental Stock Transfer & Trust Company
1 State Street Plaza
30th Floor
New York, NY 10004
RE: Issuance of Common Stock to Mr. David Dalton by Univec, Inc.
Legal Opinion, Issuance Allowance, Subject to Rule 144
Univec, Inc. (USOTC:UNVC)
Dear Sirs:
I have been retained as Counsel by Mr. David Dalton (“Dalton”, or the “Shareholder”) an
individual domiciled in the State of Maryland. The Shareholder has requested I render an
opinion with respect to the issuance of 183,173,158 shares of common stock currently in
exchange for the retirement of $1,740,145 total Accrued Employee Benefits reflected on the
Univec, Inc. Balance Sheet dated March 31, 2022.
Mr. Dalton is the President of Univec, Inc. (“UNVC”) and currently holds 1,219,949,379
common shares in the company out of 2,339,923,522 outstanding common shares, representing
52.13% of that class and 5,000,000 Series A Preferred Shares, representing 100% of that class.
After the issuance Mr. Dalton will hold 1,403,122,537 common shares of 2,523,096,680
outstanding common shares, representing 55.61% of the class. Based on Mr. Dalton’s position
within UNVC and his holdings he is considered an affiliate as defined by Rule 144(a)(1) and
common shares may be issued but they must contain a legend restricting the resale of those
securities.
The Company’s Management and Directors have agreed to the settlement of debt carried
on their financial books as evidenced by the August 30, 2022 letter issued to your office. I also
reviewed the most recent financial filing and the share price closing data published for August
30, 2022. The Company has carried the debt over the past 3 years, with periodic increases based
on continued contributions by Dalton. The settlement amount accurately reflects the debt on the
books. Finally, the conversion price of the debt is $0.0095 which is 10% higher than the closing
price on August 30, 2022 of $0.0086.
Based on and strictly limited to the foregoing, I am of the opinion that the Shares may be
issued to Mr. Dalton with a restrictive legend.
Page 2 Donald R. Keer, ESQ
Upon your receipt of appropriate transfer instructions and and documentation from
UNVC and Mr. Dalton, you are hereby authorized to complete the issuance of common shares.
No opinion is expressed with respect to any federal, provincial or state law, regulation or
rule not otherwise expressly referenced herein. In particular, and without limiting the gernerality
of the forgoing, no opinion is given with respect to any secondary trading exemption under the
laws of any individual state. Prior to any trading in the Shares, Mr. Dalton must first comply
with the rules and regulations of the securities laws in the jurisdictions where the shares are to be
traded.
This opinion is solely for your benefit in connection with your due diligence investigation
for purposes expressed herein. This opinion may be relied on only in connection with such due
diligence and may not be relied upon by any other person without my prior written consent.
Furthermore, this opinion does not extend to any other shares in the Issuer held by any other
investor.
Yours Truly,
Donald R. Keer
PA Attorney License No.:76208
1 State Street Plaza
30th Floor
New York, NY 10004
RE: Issuance of Common Stock to Mr. David Dalton by Univec, Inc.
Legal Opinion, Issuance Allowance, Subject to Rule 144
Univec, Inc. (USOTC:UNVC)
Dear Sirs:
I have been retained as Counsel by Mr. David Dalton (“Dalton”, or the “Shareholder”) an
individual domiciled in the State of Maryland. The Shareholder has requested I render an
opinion with respect to the issuance of 183,173,158 shares of common stock currently in
exchange for the retirement of $1,740,145 total Accrued Employee Benefits reflected on the
Univec, Inc. Balance Sheet dated March 31, 2022.
Mr. Dalton is the President of Univec, Inc. (“UNVC”) and currently holds 1,219,949,379
common shares in the company out of 2,339,923,522 outstanding common shares, representing
52.13% of that class and 5,000,000 Series A Preferred Shares, representing 100% of that class.
After the issuance Mr. Dalton will hold 1,403,122,537 common shares of 2,523,096,680
outstanding common shares, representing 55.61% of the class. Based on Mr. Dalton’s position
within UNVC and his holdings he is considered an affiliate as defined by Rule 144(a)(1) and
common shares may be issued but they must contain a legend restricting the resale of those
securities.
The Company’s Management and Directors have agreed to the settlement of debt carried
on their financial books as evidenced by the August 30, 2022 letter issued to your office. I also
reviewed the most recent financial filing and the share price closing data published for August
30, 2022. The Company has carried the debt over the past 3 years, with periodic increases based
on continued contributions by Dalton. The settlement amount accurately reflects the debt on the
books. Finally, the conversion price of the debt is $0.0095 which is 10% higher than the closing
price on August 30, 2022 of $0.0086.
Based on and strictly limited to the foregoing, I am of the opinion that the Shares may be
issued to Mr. Dalton with a restrictive legend.
Page 2 Donald R. Keer, ESQ
Upon your receipt of appropriate transfer instructions and and documentation from
UNVC and Mr. Dalton, you are hereby authorized to complete the issuance of common shares.
No opinion is expressed with respect to any federal, provincial or state law, regulation or
rule not otherwise expressly referenced herein. In particular, and without limiting the gernerality
of the forgoing, no opinion is given with respect to any secondary trading exemption under the
laws of any individual state. Prior to any trading in the Shares, Mr. Dalton must first comply
with the rules and regulations of the securities laws in the jurisdictions where the shares are to be
traded.
This opinion is solely for your benefit in connection with your due diligence investigation
for purposes expressed herein. This opinion may be relied on only in connection with such due
diligence and may not be relied upon by any other person without my prior written consent.
Furthermore, this opinion does not extend to any other shares in the Issuer held by any other
investor.
Yours Truly,
Donald R. Keer
PA Attorney License No.:76208
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