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


                                  July 10, 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  units  issuable  upon the exercise of warrants  issued to the
          underwriters  of the  Company's  initial  public  offering.  Each unit
          consists of one share of the  Company's  common  stock and one Class A
          warrant;


     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 the warrants are binding  obligations of the Company and 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, LLC

                                          /s/ William T. Hart

                                          William T. Hart