HeadsUp Entertainment International : Attorney Letter for 1st Quarter ending April 30, 2022

35 0 E A S T L AS O L AS BO U L EVA R D , SUITE 1750 FT. LA U D E R D A L E, FL 3 3 3 0 1 - 4 2 7 5

TE L E P H O N E : 954 - 9 9 1 - 5 4 2 0

FA C S I MILE : 8 4 4 - 6 7 0 - 6 0 0 9

http://www.dickinsonwright.com

JOEL D. MAYERSOHN [e-mail]954 -991-5426

June 13, 2022

OTC Markets Group Inc.

300 Vesey Street, 12th Floor

New York, NY 10282

Re: Opinion as to whether the public disclosure of information by HeadsUp Entertainment, Inc. (the "Issuer") through publication of such information on the OTC Disclosure & News Service constitutes "adequate current public information" that is "available" within the meaning of Rule 144(c)(2) promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act").

Dear Gentlemen:

This law firm and undersigned counsel, who is a United States resident, have been retained as special counsel to the Issuer for the purpose of reviewing certain current information supplied by the Issuer and rendering this letter and related matters. Undersigned counsel has not received, nor has agreement to receive in the future, shares of the issuer's stock in payment for services. In this regard, undersigned counsel has been asked to render an opinion as to whether the public disclosure of such information by the Issuer through publication on the OTC Disclosure & News Service constitutes making "adequate current public information" "available" within the meaning of Rule 144(c)(2) promulgated by the SEC under the Act.

Undersigned counsel is an attorney admitted to practice in Florida, is in good standing with the Florida Bar, is permitted to practice before the SEC and has not been prohibited from practice thereunder. Counsel has never been suspended or barred from practicing in any state or jurisdiction and has never been charged in a civil or criminal case. Counsel is not currently, or has not been in the last five years the subject of an investigation, hearing or proceeding by the SEC, the U.S. Commodity Futures Trading Commission, FINRA, or any other federal, state, or foreign regulatory agency. The jurisdictions covered by this letter include the laws of the United States.

For purposes of rendering this letter, undersigned counsel has examined such corporate records and other documents and such questions of law as counsel considered necessary or appropriate.

For the purpose of rendering the opinions set forth herein, undersigned counsel has examined and reviewed the following documents, which are believed to be the documents relevant to the opinions set forth herein:

D I C K I N S O N W R I G H T P L L C

OTC Markets Group Inc.

June 13, 2022

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The annual year end information statement for the years ended January 31, 2022 and 2021 and the quarterly financial information for the periods ended April 30 ,2022 and 2021, respectively submitted by the Issuer in accordance with the OTC Pink Basic Disclosure Guidelines, which financial statements were prepared by management and SHIM & Associates, LLP, a chartered professional accountant licensed by the Province of British Columbia, which documents were posted on the OTC Disclosure & News Service on May 13, 2022 and June 13, 2022 (the "Information").

The transfer agent is Securities Transfer Corporation located at 2901 Dallas Parkway, Suite 380, Plano, Texas and it is a registered agent with the Securities and Exchange Commission. With regard to confirming the outstanding shares I reviewed the shareholder list to determine the number of outstanding shares.

In rendering this letter, undersigned counsel has relied upon the matters and representations as set forth in the above documentation and otherwise provided to him. In his examination of the aforesaid documents and others, if any, undersigned counsel has assumed the genuineness of all signatures (original, photocopy and facsimile), the legal capacity of all persons, the authenticity of all documents submitted to him as originals and the conformity with the originals of documents submitted to him as reproduced copies.

Undersigned counsel has personally met with management of the Issuer, Doug Wilson, and with a majority of its Board of Directors, Mark Hutchinson and Doug Wilson and have reviewed and discussed with them the Information published by the Issuer through the OTC Disclosure & News Service. Undersigned counsel has assumed the completeness of all documents and the authenticity and accuracy of information obtained from public officials and representations of the officials of the Issuer as to statements of fact on which he is relying, all of which sources are believed to be reliable. Undersigned counsel has made no independent investigation of any matter pertaining hereto.

Based upon the foregoing and other matters set forth herein, it is the opinion of undersigned counsel that (i) the Information constitutes "adequate current public information" concerning the Issuer and its Securities as of the dates indicated that "is available" within the meaning of Rule 144(c)(2) promulgated by the SEC under the Act; (ii) includes all information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15(c)2-11 promulgated by the SEC under the Exchange Act; (iii) complies as to form with the OTC Market Group Inc.'s OTC Pink Disclosure Guidelines; and (iv) has been posted through the OTC Disclosure & News Service.

Furthermore, to the best knowledge of counsel, after inquiry of management and the Directors of the Issuer, whether or not the issuer of the Securities, neither any 5% holder of the Securities nor counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

D I C K I N S O N W R I G H T P L L C

OTC Markets Group Inc.

June 13, 2022

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To the best knowledge of counsel, the Issuer has not been a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12 b-2 of the Exchange Act of 1934.

No person other than OTC Markets Group Inc. is entitled to rely on this letter, but OTC Markets Group Inc. is hereby granted full and complete permission and rights to publish this letter through the OTC Disclosure & News Service for viewing by the public and regulators.

Sincerely,

DICKINSON WRIGHT PLLC

Joel D. Mayersohn, Member

1. HeadsUp Entertainment, Inc. (via email)

4862-1145-2965 v1 [72786-18]