Strategic Management & Opportunity : Attorney letter covering Year End 2020, Year End 2021, Quarter End 3/31/2022

JACKSON L. MORRIS

Attorney at Law

Admitted to Practice in Florida and Georgia

July 14, 2022

OTC Markets Group, Inc.

300 Vesey Street

New York, New York 10282

Re: Strategic Management & Opportunity Corp.

Trading symbol: SMPP

Ladies and Gentlemen:

I have been engaged as special counsel to Strategic Management & Opportunity Corp., a Nevada corporation with its executive office at 404 Gardenwood Place, Valrico, FL 33594 ("Issuer"), to provide this letter with respect to the information ("Information") publicly disclosed by the Issuer and published through the OTC Disclosure & News Service, including all information published at http://www.otcmarkets.com/stock/ SMPP/profile and related pages. The Issuer's common stock ("Securities") is quoted on OTCPink Quote and is traded in the over-the-counter market. Please be advised that OTC Markets Group is entitled to rely on this letter in determining whether the Issuer has made adequate current public information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 ("Securities Act"). It should be noted that Rule 144(c)(2) does not define or provide a standard for public availability of information. In using this term, I refer to any information which is available to the public from any source, including information which requires payment of a fee to a public official. In particular, the Rule does not require publication of information on or through the OTC Disclosure & News Service.

The Information covered by this opinion includes and is limited to information under the Issuer's control on the "Company Info" page and the items of information indexed on the "Filings" page, as follows:

Title	Period End Date	Publish Date
Quarterly Report - 03/31/2022 Quarterly Report	March 31, 2022	July 7, 2022
Annual Report - 12/31/2021 Annual Report-Amended	December 31, 2021	June 20, 2022
Annual Report - 12/31/2020 Annual Report	December 31, 2020	June 10, 2022

I am a citizen and resident of the United States of America. I have assisted the Issuer with preparation of the Annual Report and expect to provide from time-to-time legal services to the Issuer in the areas of corporate, business transactions and securities law. I am licensed to practice law in Florida and Georgia. The subject matter of this letter covers the jurisdiction of the State of Nevada (the Issuer's state of incorporation) and the laws of the United States of America. I have not relied on the work of any other attorney in rendering the opinions set forth below. I am permitted to practice before the U.S. Securities and Exchange Commission and am not prohibited from such practice. I am not currently and have not been within the past five years (a) the subject of an

Admitted in Florida and Georgia

126 21st Avenue SE  St. Petersburg, Florida 33705

Telephone [phone] Fax [phone]

e-mail: [e-mail]  [e-mail]

www.Rule144Solution.com

OTC Markets Group, Inc.

June 20, 2022

Page 2

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 or (b) suspended or barred from practicing in any state or jurisdiction or charged in a civil or criminal case.

I do not own any shares of the Issuer's equity securities and have no agreement to accept shares as compensation for services or to purchase shares.

For the purpose of this letter, I have reviewed, to the extent I deem relevant to the matters covered by this letter, and relied upon the following:

Documents publicly available-

1. a true copy of the Issuer's Articles of Incorporation, beginning February 17, 1999, as amended to the date hereof;
2. information published by the Issuer through the OTC Disclosure & News Service on OTCMarkets.com at the Internet address ofhttps://www.otcmarkets.com/stock/ SMPP/profileand related pages, in particular, the documents listed on the "Disclosure" page in the active category;
3. a list of all transfer agents registered as of June 2, 2011 with the U.S. Securities and Exchange Commission ("Commission") pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, as provided by the staff of the Commission;

Documents not publicly available-

1. a contract dated January 26, 2021 between the Issuer and Transfer Online, Inc. appointing the latter as the Issuer's transfer agent ("Transfer Agent");

1. a Balance Reports provided by the Transfer Agent undated advising the number of issued and outstanding shares of common stock as of December 31, 2021 and March 31, 2022 ("TA Advice").

I have also reviewed and relied upon such other documents and certificates of the Issuer and of public officials as I have deemed necessary and relevant to the subject matter this letter. I have assumed the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, true, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents. As to matters of fact, I have relied on information obtained from public officials, officers of the Issuer and other sources, which I believe to be reliable.

I have also reviewed and am familiar with Rule 144 under the Securities Act and Rule 15c2-11 under the Securities Exchange Act. It should be noted that the only information required by Rule 144(c)(2) that is required to be publicly available is limited to the information identified in paragraphs (a)(5)(i) to (xiv) and (a)(5)(xvi) of Rule 15c2-11. The

OTC Markets Group, Inc.

June 20, 2022

Page 3

required information is less extensive than the information identified in OTC Pink Basic Disclosure Guidelines (v3 February 2021). It should be noted that the OTC Markets "Alternative Reporting Standard" is a voluntary, privately operated system unrelated to the statutory reporting requirements set forth in Sections 13 and 15(d) of the Exchange Act.

In my opinion the Information (i) constitutes "adequate current public information" concerning the Securities and the Issuer and "is available" within my understanding of 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 Issuerto publish a quotation for the Securities under Rule 15c2-11 (see Appendix "A", hereto), (iii) complies as to formwith OTC Pink Basic Disclosure Guidelines (v3 February 2021) , and (iv) has been published through the OTC Disclosure & News Service.

I have been advised by the Issuer that James Sinkes, a principal in the accounting firm of GAAP Genies in Sanford, Florida, is responsible for the preparation of the financial statements contained in the Information.

The Transfer Agent's address is 512 SE Salmon Street, Portland, OR 97214. According to information obtained from the Commission, the Transfer Agent was registered with the Commission pursuant to Section 17A of the Exchange Act as of June 2, 2011 and I have no reason to believe such registration has been terminated. The TA Advice states that the number of issued and outstanding shares of common stock at December 31, 2021 and March 31, 2022 was 488,536,298 shares and 470,286,298 shares, respectively.

I have (i) personally met with the sole director and executive officer of the Issuer named in the table following this paragraph, (ii) reviewed the Information published by the Issuer through the OTC Disclosure and News Service and (iii) discussed the Information with the sole director and executive officer of the Issuer.

Name	Position(s)
Steven Swank	Director and Chief Executive Officer

To the best of my knowledge, after inquiry of the sole director and management of the Issuer, neither of the Issuer, any five percent holder of the Issuer's securities is, nor am I, currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws.

The Issuer and its predecessor(s) has previously been and is now a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b‐2 of the Exchange Act of

1934.

The following information is provided because the Issuer is designated "Caveat Emptor" by OTCMarkets.

16. [Information presented on following page.]

OTC Markets Group, Inc.

June 20, 2022

Page 4

1. Executive officers, directors, general partners and other control persons, not including persons solely owning 5% or more of the Issuer's shares:

i. Steven Swank Director/Chief Executive Officer

1. 404 Gardenwood Place, Valrico, FL 33594
2. 307,000,000 common shares
   (a) 207,000,000 shares* purchased February 26, 2021 from predecessor holder
   143,000,000 shares* purchased July 16, 2021 from predecessor holder 43,000,000 shares* cancelled November 1, 2021
   (b) *restrictive legend - yes

(c) No consideration was received by the Issuer

1. Promoters, finders, consultants or any other advisors who assisted, prepared or provided information with respect to the Issuer's disclosure or who received securities as consideration for services rendered to the Issuer:

i. James Sinkes, GAAP Genies, LLC, consultant

1. 5208 Silver Hare Ct, Castle Rock, CO 80104
2. No shares owned

C. Persons beneficially owning 5% or more of the issuer's shares not named above:

1. None

17. I have made specific inquiry of each of the persons listed in item 16 above. Based upon such inquiries and other information available to me, I am not aware of any sales of the Securities by any such persons within the twelve-month period prior to the date hereof and nothing has come to my attention indicating that any such persons (not including directors and executive officers of the Issuer) is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act. I am not aware of any persons engaged in promotional activities regarding the Issuer's common stock.

No person other than OTC Markets Group is entitled to rely on this letter. Notwithstanding this limitation of reliance, I hereby grant OTC Markets Group full and complete permission and right to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulatory agencies; provided, that such permission to publish and the publication hereof shall not be deemed a waiver of the limitations of reliance set forth in this paragraph.

Very truly yours,

Jackson L. Morris

1. Steven Swank, Chief Executive Officer Strategic Management & Opportunity Corp. By email to [e-mail]