LEGAL OPINION BY RICHARDSON & PATEL LLP
Published on April 4, 2007
Exhibit 5.0
RICHARDSON & PATEL, LLP
10900 WILSHIRE BLVD.
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1183
FACSIMILE (310) 208-1154
April 3, 2007
Aethlon Medical, Inc.
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
Re: Aethlon Medical, Inc.
Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel for Aethlon Medical, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form SB-2 filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended ("Act"), relating to the public sale of 8,383,333 shares of common
stock, $0.001 par value (the "Shares"), of which (i) 6,000,000 shares of common
stock (the "Purchase Shares") are issuable under a Common Stock Purchase
Agreement (the "Purchase Agreement") dated March 21, 2007, between the Company
and Fusion Capital Fund II, LLC ("Fusion Capital"), (ii) 1,333,333 shares of
common stock (the "Initial Purchase Shares") have been previously issued to and
are beneficially owned by Fusion Capital and (iii) 1,050,000 shares of common
stock issued to Fusion Capital as a commitment fee under the Purchase Agreement
(the "Commitment Fee Shares") as described in the Registration Statement. This
opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-B under
the Act.
In connection with rendering the opinion as set forth below, we have
reviewed (a) the Registration Statement and the exhibits thereto; (b) the
Company's Articles of Incorporation, as amended, (c) the Company's Bylaws, as
amended; (d) certain records of the Company's corporate proceedings as reflected
in its minute books, and (e) such statutes, records and other documents as we
have deemed relevant.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies thereof. In
addition, we have made such other examinations of law and fact as we have deemed
relevant in order to form a basis for the opinion hereinafter expressed. As to
all matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or other state of mind), we have relied upon
certifications of officers of the Company, and have assumed, without independent
inquiry, the accuracy of those certifications.
Aethlon Medical, Inc.
April 3, 2007
Page 2
Based upon the foregoing, we are of the opinion that (i) the Purchase
Shares, when issued and sold in accordance with and in the manner described in
the Purchase Agreement, will be duly authorized, validly issued, fully paid and
non-assessable; and (ii) that the currently outstanding Initial Purchase Shares
and the Commitment Fee Shares to be sold by the selling shareholder have been
validly issued, fully paid and are non-assessable.
Members of this firm are qualified to practice law in the state of
California and we express no opinion as to the laws of any jurisdictions except
for those of California and the United States of America or, as to corporate
matters, the Nevada Revised Statutes and the Nevada Constitution, including all
applicable statutory provisions and reported judicial decisions related thereto.
For the purposes of rendering this opinion, we have assumed that if a court
applies the laws of a jurisdiction other than California or, as to corporate
matters, the Nevada Revised Statutes, the laws of such other jurisdiction are
identical in all material respects to the comparable laws of the state of
California or the Nevada Revised Statutes as to corporate matters.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the Registration
Statement and the prospectus included therein. In giving this consent, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations of
the Securities and Exchange Commission thereunder with respect to any part of
the registration statement, including this opinion as an exhibit or otherwise.
RICHARDSON & PATEL LLP
/s/Richardson & Patel LLP