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