EXHIBIT 5.1


                  Letterhead of Stubbs Alderton & Markiles, LLP

                                 April 22, 2008


CNS Response, Inc.
2755 Bristol Street, Suite 285
Costa Mesa, California 92626

Ladies/Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (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"),  Ten
Million  (10,000,000)  shares of common  stock of the  Company  (the  "Shares"),
issuable pursuant to the Company's 2006 Stock Incentive Plan (the "Plan").

         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.

         We are of the  opinion  that the Shares have been duly  authorized  and
upon  issuance and sale in  conformity  with and pursuant to the Plan,  and upon
receipt by the Company of the consideration therefor, the Shares will be validly
issued, fully paid and non-assessable.

         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.


                             Respectfully submitted,

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