UPHOLD
80 Sir Francis Drake Blvd
Suite 3D
Larkspur, CA   94939

                Re:          Memorandum of Law regarding: 
OYSTER V Token NFT-Nutrient Credit No. 1 (the “Oyster NC NFT”) 
Base Verity One V Token (the “Base V Token”) 
NFT-Based Token (excluding the Oyster NC NFT) (the “NFT-Based V Token”)

 Dear Madam or Sir:

                The undersigned represents Verity One Systems Ltd, a Wyoming corporation (“Verity” or the “Company”), that sponsors the OYSTER V Token NFT–Nutrient Credit No. 1 (the “Oyster NC NFT”), the Base Verity One V Token (the “Base V Token”), and the NFT-Based V Token  (the “NFT-Based V Token”) (the Oyster NC NFTs, the Base V Tokens, and the NFT-Based V Tokens are herein collectively referred to as the “Tokens”) regarding trading of the Tokens on digital asset exchanges, including the digital asset exchange operated by you (“uphold”) . The Company has represented to the undersigned as set forth below. The Tokens operate within the Company’s platform/ecosystem.

The Company has requested that the undersigned prepare this memorandum of law regarding trading of the Tokens on token exchanges within and outside of the territorial jurisdiction of the United States. In connection with delivering this memorandum of law, the undersigned has relied upon, without independent verification or investigation (i) information from published sources believed to be reliable regarding the Tokens and, (ii) representations by the Company regarding the Tokens.

                To the extent that matters of fact are involved in the conclusions expressed below, such conclusions are based exclusively upon the matters indicated above, in each case without any attempt by the undersigned independently to verify such matters of fact.  In making the conclusions expressed below, the undersigned also has assumed the genuineness of all signatures on documents submitted to the undersigned as originals, the conformity to the originals of all documents submitted as copies, and the authenticity of all documents submitted to the undersigned as originals.

 Blockchain and Nutrient Credits

                The evolution of Nutrient Credits begins with the efforts of William Tolar Nolley and his team who recognized the potential of oysters as natural purifiers in the Chesapeake Bay's delicate estuary system. A nutrient trading credit option was formulated through the In-Situ Nutrient Remediation Program™ (ISNRP™), developed by the Oyster Company of Virginia, LLC (the “OCVA”). This system aligns with the objectives of Virginia Code Ann. § 62.1-44.19:20. B.1.b and has received validation from numerous agencies.

                The Nutrient Credit program transforms the concept of nutrient credits into an identifiable asset on the blockchain. These credits are categorized into classes with distinct expiration dates and types (recurring or perpetual), allowing for streamlined trading on external exchanges. This innovation allows diverse stakeholders—including companies, municipalities, government entities, farms, data centers, and builders—to offset their environmental footprints using Nutrient Credits.

Collaboration for the Effort

                The validation and implementation of this groundbreaking program were made possible through the collaborative efforts of several key agencies and institutions:

• University of Maryland Center for Environmental Services: Under the guidance of Professor Lisa A. Weinger, the University provides essential scientific support and validation.
• Virginia Department of Environmental Quality (VADEQ) and Chesapeake Bay Partnership (CBP): These organizations ensure the program aligns with regional environmental standards and objectives.
• United States Environmental Protection Agency (EPA) and US Army Corps of Engineers: Their approval underscores the program's compliance with national environmental policies.
• In-Situ Nutrient Remediation Program (ISNRP) and Oyster Company of Virginia LLC (OCVA): These entities spearhead the operational and conceptual framework of the nutrient credits system.

The Tokens

                OYSTER V Token NFT-Nutrient Credit No. 1

                Description: This NFT is a collectible that symbolizes the first-ever nutrient credit on the blockchain. The Token is a commemorative for the first ever nutrient credit on the blockchain. It is designed as a fun, symbolic item within the Company’s ecosystem, with a starting value of $5.35.

                Purpose: The Oyster NC NFT is a commemorative collectible and does not represent an investment or security. It provides participants with a way to engage with the Company’s environmental mission, particularly in the cleaning of the world’s waters, while owning a piece of blockchain history.

                Digital Meme.  The Company expects this NFT to become a viral digital meme signifying the Company’s blockchain supported progress into oysters as a system cleaning the world’s waters.

                Base Verity One V Token:

                Description: The Company is issuing the Base V Token as a utility token within the the Company’s ecosystem. It can be used internally, much like a token at an arcade, for various functions within the system. The Company’s nutrient credit ecosystem expands to a universe of ontology looking to provide the world a clean water supply through oyster and other comparable systems for water purification through organic means.

                Functionality.  The Base V Token operates within the Company’s ecosystem as the currency that is the medium of exchange for all aspects of the ecosystem.

               NFT-Based V Token

                Description:  This token is a security under the Securities Act of 1933, as amended (the “1933 Act”).  As such the Company offers and sells the NFT Based V Token to raise capital to fund the Company’s business and not for profit activities.  The Company offers and sells these Tokens primarily in transactions that are exempt from registration under the 1933 Act under Section 4(a)(2) of the 1933 Act (although these transactions are also exempt under prior Rule 240 under the 1933 Act).

The NFT-Based V Token excludes the  Oyster NC NFT which is subdivided into the multiples of the meme token described above.

Bundling.  When the Base V Tokens are bundled into the NFT-Based V Tokens, they are specifically designed for environmental remediation and are used by businesses, governments, and other entities for offsetting environmental footprints.

                Purpose: These bundled NFTs are specialized remediation tools designed for qualified investors and exempt entities. They play a crucial role in ESG scoring and environmental remediation, and the general public does not have a practical use for them.

Memorandum of Law

                 In SEC v. W.J. Howey Co., the United States Supreme Court held that under the Securities Act of 1933, as amended (the “Securities Act”), an investment contract is “a contract, transaction[,] or scheme whereby a person [(1)] invests his money [(2)] in a common enterprise and [(3)] is led to expect profits solely from the efforts of the promoter or a third party.” 328 U.S. at 298–99; see also SEC v. Edwards, 540 U.S. 389, 393 (2004).

               The Howey test would be applied to the Tokens as follows.

 OYSTER V Token NFT-Nutrient Credit No. 1

                Investment of Money: The NFT is purchased, but not as an investment or with the expectation of profit.

                Common Enterprise: The NFT does not involve the pooling of resources in a common enterprise where the value depends on collective efforts.

                Expectation of Profits: The primary purpose of the NFT is as a collectible within the Verity system, an internet meme if you will, with no expectation of financial profit.

                Efforts of Others: The value or utility of the NFT does not rely on the efforts of third parties in a way that would suggest it is an investment.

Conclusion: The OYSTER V Token NFT–Nutrient Credit No. 1 is not a security.

Base Verity One V Token:

                Investment of Money: The Base V Token is used internally within the Verity ecosystem and does not carry an expectation of profit.

                Common Enterprise: The Base V Token functions as a utility token, with its value tied to its use within the Verity maintained system, rather than any common enterprise.

                Expectation of Profits: The primary purpose is for internal use with no expectation of financial profit.

                Efforts of Others: The utility of the Base V Token does not rely on third-party efforts in a way that would classify it as an investment.

Conclusion: The base Verity One V Token is not a security.

NFT-Based V Token (excluding NC No. 1 Token):

                Investment of Money: These tokens are purchased with the expectation of using them for specific remediation efforts or profiting from their utility in ESG scoring.

                Common Enterprise: The tokens are part of a broader environmental initiative, with success tied to the overall performance of the project.

                Expectation of Profits: Qualified investors may expect returns based on the value of the Nutrient Credit NFTs and their application in ESG scoring.

                Efforts of Others: The success and value of these tokens depend on the operational efforts of Verity One and its partners.

Conclusion: The NFT-based V Tokens (excluding NC No. 1 Tokens) are securities.

Memorandum Conclusion

                 Based upon and subject to the foregoing, this Memorandum confirms to you that issuing the Oyster NC NFTs and/or the Base V Tokens for trading on a digital asset exchange outside of the territorial jurisdiction of the United States will not be an issuance of “securities” as that term is defined for the United States securities laws. The NFT-Based V Tokens on issuance would be deemed “securities” as that term is defined for purposes of the United States securities laws.

                 Please be advised that the conclusions set forth herein are stated as of the date of this Memorandum of Law.