Form: SB-2

Optional form for registration of securities to be sold to the public by small business issuers

July 7, 2004

Published on July 7, 2004


Exhibit 5.0


RICHARDSON & PATEL
10900 WILSHIRE BLVD.
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1183
FACSIMILE (310) 208-1154

July 7, 2004

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

Re: Aethlon Medical, Inc.
Registration Statement on Form SB-2
-----------------------------------

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 11,549,048 shares of common
stock offered for public resale by certain selling shareholders. 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; (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.

Based upon the foregoing, we are of the opinion that (i) the shares
issuable by the Company pursuant to this Registration Statement will be validly
issued, fully paid and nonassessable; and (ii) that the outstanding shares of
common stock to be sold by the selling shareholders will be validly issued,
fully paid and non-assessable.

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. 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.


RICHARDSON & PATEL LLP

/s/Richardson & Patel LLP