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
December 19, 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 4,761,905
shares of common stock, warrants to purchase up to 4,761,905 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.
333-186103)(the "Registration Statement") filed with the Securities and Exchange
Commission, declared effective by the Securities and Exchange Commission (the
"Commission") on February 28, 2013, the prospectus included therein (the
"Prospectus") and the prospectus supplement, dated December 19, 2013 (the
"Prospectus Supplement"), filed with the Commission pursuant to Rule 424(b) of
the rules and regulations of the Securities Act. The Prospectus Supplement
pertains to an underwritten offering (the "Offering") pursuant to the
Underwriting Agreement dated December 19, 2013 between the Company and the
underwriters named therein (the "Underwriting Agreement").
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 4,761,905 shares of common stock mentioned above, when sold in the
manner described in the Registration Statement, the Prospectus and the
Prospectus Supplement and in accordance with the terms and conditions
of the Underwriting Agreement, have been legally issued and these
shares represent fully paid and non-assessable shares of CEL-SCI's
common stock;
o the warrants, when sold in the manner described in the Registration
Statement, the Prospectus and the Prospectus Supplement and in
accordance with the terms and conditions of the Underwriting
Agreement, have been legally issued, are fully paid and non-assessable
and are the binding obligations of CEL-SCI in accordance with the
terms thereof; and
o the shares of common stock issuable upon the exercise of the warrants,
when sold in the manner described in the Registration Statement, the
Prospectus and the Prospectus Supplement and in accordance with the
terms and conditions of the Underwriting Agreement, 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