October 15, 2026
Amaero Inc.
130 Innovation Drive SW
McDonald, TN 37353
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Amaero Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 5,781,803 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”), consisting of: (i) 1,781,803 shares of Common Stock issuable pursuant to currently outstanding options under the Company's Employee Incentive Plan, as amended (the “Employee Incentive Plan”), and (ii) 4,000,000 shares of Common Stock reserved for issuance under the Company’s 2026 Equity Incentive Plan (together with the Employee Incentive Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner described in the applicable Plan and pursuant to the agreements that accompany such Plan, will be legally and validly issued, fully paid and nonassessable.
* * *
