OPINION
Published on February 11, 2008
EXHIBIT 5.1
RICHARDSON & PATEL
10900 WILSHIRE BLVD.
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1183
FACSIMILE (310) 208-1154
February 11, 2008
Aethlon Medical, Inc.
3030 Bunker Hill Street
Suite 4000
San Diego, CA 92109
Re: REGISTRATION STATEMENT ON FORM S-1
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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 (the "Commission") on Form S-1 (the "Registration Statement") of
8,000,000 shares of the Company's common stock, par value $0.001 (the "Shares"),
to be issued to the selling stockholder under the terms of the Common Stock
Purchase Agreement, as amended, between the Company and Fusion Capital Fund II,
LLC (the "Purchase Agreement") as described in the Registration Statement. In
connection with the Registration Statement, we have reviewed the proceedings of
the Board of Directors of the Company relating to the registration and the
issuance (or 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 that may be issued
under the terms of the Purchase Agreemnet, will be legally issued, fully paid,
and non-assessable under Nevada law, including the statutory provisions, all
applicable provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.
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 such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission issued thereunder, with respect to any part of the registration
statement, including this opinion as an exhibit or otherwise.
/s/ RICHARDSON & PATEL LLP