Legal Opinion Letter - Exempt from Registration

Regolith Capital Statutory Trust is a "private fund." Private Funds are excluded from the definition of an investment company and are, therefore, not registered under the US Investment Company Act of 1940 (“1940 Act” or “’40 Act”). Private funds may not make a public offering of their shares and, as a result, are limited to "accredited investors" in order to allow for a private offering complying with Regulation D.  A section 3(c)(1) fund may not be beneficially owned by more than 100 shareholders. I am the Trustee of the Fund, I certify under oath, that the Fund only accepts accredited investors and will not EVER have more than 100 shareholders. We currently have 1. I need a letter that says the fund is exempt from Registration.