CNS Response, Inc. – ‘SB-2’ on 5/21/07 – EX-5

On:  Monday, 5/21/07, at 9:50pm ET   ·   As of:  5/22/07   ·   Accession #:  1170918-7-447   ·   File #:  333-143139

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business       121    589K 
                          Issuer                                                 
 2: EX-5        Opinion re: Legality -- ex5-1                          2      8K 
 3: EX-23       Consent of Experts or Counsel -- ex23-2                1      5K 

EX-5   —   Opinion re: Legality — ex5-1

EX-5
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                                                                     EXHIBIT 5.1

May 21, 2007                                                                    

CNS Response, Inc.                                                              
2755 Bristol St. Suite 285                                                      
Costa Mesa, CA 92626                                                            

Re:      CNS Response, Inc.                                   
Registration Statement on Form SB-2         

Ladies and Gentlemen:                                                           

         At your request,  we have examined the  Registration  Statement on Form
SB-2 (the "REGISTRATION  STATEMENT") to which this letter is attached as Exhibit
5.1 filed by CNS Response,  Inc., a Delaware  corporation  (the  "Company"),  in
order to register under the Securities Act of 1933, as amended (the "ACT"),  the
resale by the selling shareholders  identified in the prospectus  constituting a
part of the Registration Statement of an aggregate of 7,355,199 shares of issued
and outstanding Common Stock of the Company and 2,627,939 shares of Common Stock
of the Company  issuable upon exercise of outstanding  warrants (the "WARRANTS")
issued by the Company,  and any additional shares of Common Stock of the Company
which may be registered pursuant to Rule 462(b) under the Act (the "SHARES").   

         We have  examined  originals  or  certified  copies  of such  corporate
records of the Company and other  certificates and documents of officials of the
Company,  public officials and others as we have deemed appropriate for purposes
of  this  letter.  We  have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
authentic  original  documents of all copies  submitted  to us as conformed  and
certified or reproduced copies.                                                 

         Based on the  foregoing,  we are of the opinion that (i) the  7,355,199
shares of issued and outstanding Common Stock have been duly authorized, and are
validly issued,  fully paid and  non-assessable and (ii) the 2,627,939 shares of
Common Stock  issuable upon  exercise of the Warrants have been duly  authorized
and, when issued upon such exercise in accordance with the terms of the Warrants
and following  receipt by the Company of the  consideration  therefor,  shall be
duly and validly issued, fully paid and nonassessable.                          

EX-5
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CNS Response, Inc.                                                              
May 21, 2007                                                                    
Page 2                                                                          

         We consent to the use of this opinion as an Exhibit to the Registration
Statement  and to the use of our  name  in the  Prospectus  constituting  a part
thereof.  We assume no  obligation  to inform you of any  facts,  circumstances,
events or changes in the law that may hereafter be brought to our attention that
may alter, affect or modify the opinion expressed herein.                       

             Very truly yours,

                               /s/ Stubbs Alderton & Markiles, LLP
                               -----------------------------------
                           STUBBS ALDERTON & MARKILES, LLP

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed as of:		5/22/07							None on these Dates
Filed on:		5/21/07		1		2
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