OPINION
Published on August 14, 2007
Exhibit 5.0
RICHARDSON & PATEL, LLP
10900 WILSHIRE BLVD.
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1183
FACSIMILE (310) 208-1154
August 14, 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 to Aethlon Medical, Inc., a Nevada corporation (the
"Company") in connection with the registration with the Securities and Exchange
Commission on Form SB-2 of 2,714,577 shares of the Company's common stock, par
value $0.001 (the "Shares").
In connection with this registration, we have reviewed the proceedings of the
Board of Directors of the Company relating to the registration and the issuance
(or the proposed issuance) of the Shares, the Company's Certificate of
Incorporation and all amendments thereto, the Bylaws of the Company and all
amendments thereto, and such other documents and matters as we have deemed
necessary to render the following opinion.
Based upon that review, it is our opinion that the Shares now issued, as well as
the Shares that may be issued upon the proper exercise of the warrants, and upon
the proper conversion of the promissory note and the interest thereon, will be
legally issued, fully paid, and nonassessable.
This opinion opines upon Nevada law including the statutory provisions, all
applicable provision of the Nevada Constitution and reported judicial decisions
interpreting those laws.
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. We hereby consent to the use of
this opinion in the registration statement filed with the Commission in
connection with the registration of the Shares and to reference to our firm
under the heading "Legal Matters" 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