Form: SB-2/A

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

April 11, 2007

LEGAL OPINION BY RICHARDSON & PATEL LLP

Published on April 11, 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 10, 2007

Aethlon Medical, Inc.
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109

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

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 25,227,891 shares of common stock, $0.001 par
value (the "Shares"), of which (i) 1,414,570 shares of common stock (the "Common
Shares") have been previously issued to and are beneficially owned by certain
selling shareholders, (ii) 15,571,374 shares of common stock which may be issued
to and sold by certain selling shareholders upon the exercise of certain
warrants (the "Warrant Shares") and (iii) 8,241,947 shares of common stock which
may be issued to and sold by certain selling shareholders upon the conversion of
promissory notes (the "Conversion 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.

Based upon the foregoing, we are of the opinion that (i) the Warrant Shares
and Conversion Shares issuable by the Company upon the exercise of the warrants
or conversion of the promissory notes, assuming such issuances are made in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable upon the issuance; and (ii) that the currently outstanding Common
Shares to be sold by the selling shareholders 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