Attached files
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
October 8, 2013
CEL-SCI Corporation
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
This letter will constitute our opinion upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of up to 17,826,087
shares of common stock, warrants to purchase up to 17,826,087 shares of
CEL-SCI's common stock, as well as shares issuable upon the exercise of the
warrants, all as referred to in the Registration Statement on Form S-3 (File No.
333-184094) filed with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of CEL-SCI, the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:
o the 17,826,087 shares of common stock mentioned above have been
legally issued and these shares represent fully paid and
non-assessable shares of CEL-SCI's common stock;
o the warrants have been legally issued, are fully paid and
non-assessable and are the binding obligations of CEL-SCI; and
o the shares of common stock issuable upon the exercise of the warrants,
when the warrants are exercised in accordance with their terms, will
be legally issued and will represent fully paid and non-assessable
shares of CEL-SCI's common stock.
Very truly yours,
HART & HART
/s/ William T. Hart
William T. Har
