EXHIBIT 5



                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                               (303) 839-0061


                                  June 19, 2013


Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506



     This letter will constitute an opinion upon the legality of the issuance by
Vanguard Energy  Corporation,  a Colorado  corporation (the  "Company"),  of the
following securities,  all as referred to in the Registration  Statement on Form
S-3 filed by the Company with the Securities and Exchange Commission:

     o    4,800,000  shares of the  Company's  common  stock  issuable  upon the
          exercise of the Company's Class A warrants;

     o    480,000  shares  of the  Company's  common  stock  issuable  upon  the
          exercise of underwriters' warrants; and

     o    480,000 Class A warrants  issuable upon the exercise of  underwriters'
          warrants.


     We have examined the Articles of Incorporation, the Bylaws, and the minutes
of the Board of Directors of the Company,  and the applicable  laws of the State
of Colorado  applicable  provisions  of the  Colorado  Revised  Statutes and the
Colorado  Constitution,  all reported judicial decisions  interpreting the same,
and a copy of the Registration Statement.


     In our opinion  any shares  issued upon the  exercise of the  warrants,  if
exercised  in  accordance  with their  terms,  will be  legally  issued and will
represent fully paid and non-assessable shares of the Company's common stock. It
is also our opinion  that any Class A warrants  issued upon the  exercise of the
underwriters  warrants,  if exercised in  accordance  with their terms,  will be
legally issued, fully paid and non-assessable.


                                           Very truly yours,

                                           HART & HART

                                           /s/ William T. Hart

                                           William T. Hart