Exhibit 12.1
September 23, 2025
Neptune REM, LLC
30 N. Gould Street, Suite R
Sheridan, WY 82801
Re: Offering Statement on Form 1-A POS (Post Qualification Amendment No. 5)
Ladies and Gentlemen:
We are acting as counsel to Neptune REM, LLC, a Delaware series limited liability company (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A POS (Post Qualification Amendment No. 5). The offering statement covers the contemplated sale of membership interests (the “Series Interests”) in each of the applicable series of the Company (each, a “Series”) as set forth on Schedule 1 hereto (each, an “Offering”) and 12,000 of the Series Interests, with a value of $10.00 per Series Interest and an aggregate principal amount of $120,000, as promotional interests under the Company’s Rewards Program for eligible referrals and the Company’s Bonus Program for new investors who satisfy certain eligibility requirements.
In connection with the opinion contained herein, we have examined the offering statement, the form of subscription agreement for rewards (for eligible referrals), the certificate of formation of the Company and each amendment thereto through the date hereof, its Limited Liability Company Agreement, and the Series Designation of each such Series, as amended through the date hereof, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Series Interests of each Series being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, will be validly issued, fully paid and non-assessable.
No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.
We further consent to the use of this opinion as an exhibit to the offering statement.
| Very truly yours, | |
| /s/ Thompson Hine LLP | |
| Thompson Hine LLP |
Neptune REM, LLC
September 23, 2025
Page 2
Schedule I
| Series Name | Underlying Asset(s) | Offering Price per Series Interest |
Minimum Subscription per Investor |
Maximum Offering Size |
Maximum Series Interests | |||||||||||
| The Blanton Series | 7923 N. 93rd St., Omaha, NE 68122 | $ | 10.00 | 1 Unit ($10) | $ | 400,300 | 40,030 | |||||||||
| The Dalmore Series | 7931 N. 93rd St., Omaha, NE 68122 | $ | 10.00 | 1 Unit ($10) | $ | 394,830 | 39,482 | |||||||||
| The Stag Series | 7919 N. 93rd St., Omaha, NE 68122 | $ | 10.00 | 1 Unit ($10) | $ | 400,300 | 40,030 | |||||||||
| The Woody Creek Series | 16316 Saratoga St., Omaha, NE 68116 | $ | 10.00 | 1 Unit ($10) | $ | 351,740 | 35,174 | |||||||||
| The Garrison Series | 7012 Cottonseed Dr., Princeton, TX 75407 | $ | 10.00 | 1 Unit ($10) | $ | 266,780 | 26,678 | |||||||||
| The Weller Series | 405 Belgian Red Way, Wake Forest, NC 27587 | $ | 10.00 | 1 Unit ($10) | $ | 329,739 | 32,973 | |||||||||
| The Michter Series | 2089 Widgeon Point, Lebanon, TN 37090 | $ | 10.00 | 1 Unit ($10) | $ | 349,469 | 34,946 | |||||||||