OPINION REGARDING LEGALITY
Published on August 29, 2005
EXHIBIT 5.
RICHARDSON & PATEL LLP
10900 WILSHIRE BOULEVARD
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1182
FACSIMILE (310) 208-1154
August 29, 2005
Board of Directors
Aethlon Medical, Inc.
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
Re: 2003 Consultant Stock Plan (the "Plan")
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Gentlemen:
We have acted as counsel to Aethlon Medical, Inc., a Nevada corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 2,000,000 shares of the
Company's common stock, $0.001 par value (the "Shares").
In connection with that registration, we have reviewed the proceedings
of the Board of Directors of the Company relating to the registration and
proposed issuance of the Shares, the Articles of Incorporation of the Company
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 the
rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued
in conformance with the terms and conditions of the Plan, will be legally
issued, fully paid, and non-assessable. 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 consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.
/S/ RICHARDSON & PATEL LLP