Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 14, 2000


Published on November 14, 2000

November 8, 2000

Aethlon Medical, Inc.
7825 Fay Avenue, Suite 200
La Jolla, California, 92037

Re: Registration of Shares of Common Stock
Issuable Pursuant to Stock Option Plans


We have examined a copy of the Registration Statement on Form S-8 (the
"Registration Statement") of Aethlon Medical, Inc., a Nevada corporation (the
"Company"), for the registration under the Securities Act of 1933, as amended,
of up to 215,000 shares of the Company's Common Stock, par value $.001 per share
(the "Shares"), issuable upon exercise of options granted pursuant to individual
stock option agreements with consultants to the Company (the "Agreements"). We
have also examined the Articles of Incorporation of the Company, the Plan, the
Agreements, and such other corporate records and other documents as we have
deemed necessary in order to express the opinion set forth below.

We are of the opinion that, upon exercise of the options granted under the
Plans and the Agreements, and payment in full of the exercise price therefor,
the Shares will have been duly authorized, validly issued, and fully paid and
nonassessable shares of Common Stock of the Company under the laws of the State
of Nevada, where the Company is incorporated.

We hereby consent to the reference to this firm under Item 5 of the
Registration Statement and to the filing of this opinion, including this
consent, as an exhibit to the Registration Statement.

Very truly yours,

Edward B. Paulsen,
Gibson, Haglund & Paulsen