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 September 12, 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 warrants the Company issued to the underwriters of its initial public offering ; 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: o The Class A warrants are the binding obligations of the Company; o any shares of common stock issued upon the exercise of the Class A 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; o any shares of common stock issuable upon the exercise of the underwriters' warrants will be legally issued and will represent full paid and non-assessable shares of the Company's common stock; and 2 o any Class A warrants issued upon the exercise of the underwriters' warrants, if the underwriters' warrants are exercised in accordance with their terms, will be the binding obligations of the Company. Very truly yours, HART & HART, LLC /s/ William T. Hart William T. Hart