Attached files

file filename
EX-23 - EXH. 23 - H&H CONSENT - CEL SCI CORPform8kdawsonex23oct-15.txt
EX-1 - EXH 1.1 - DAWSON JAMES PLACEMENT AGENT AGREE - CEL SCI CORPform8kdawsonex11oct-15.txt
EX-99 - EXH. 99.2 - PRESS RELEASE 10-23-15 - CEL SCI CORPform8kdawsonex992oct-15.txt
EX-99 - EXH. 99.1 - PRESS RELEASE 10-22-15 - CEL SCI CORPform8kdawsonex991oct-15.txt
EX-10 - EXH. 10(EEE) - WARRANT AGENT AGREE - CEL SCI CORPform8kdawsonex10eeeoct-15.txt
8-K - 8-K DAWSON JAMES PLCMT AGENT AGREE - CEL SCI CORPform8k101dawson10-15.txt


                                    EXHIBIT 5





HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ harttrinen@aol.com Will Hart (303) 839-0061 Fax: (303) 839-5414 October 22, 2015 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: o up to 17,910,447 shares of common stock; o warrants to purchase up to 17,910,447 shares of common stock; o up to 17,910,447 shares of common stock issuable upon the exercise of the warrants; all as referred to in the Registration Statement on Form S-3 (File No. 333-196243)(the "Registration Statement") filed with the Securities and Exchange Commission, declared effective by the Securities and Exchange Commission (the "Commission") on July 8, 2014, the prospectus included therein (the "Prospectus") and the prospectus supplement, dated Octoer 23, 2015 (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 Placement Agent Agreement dated October 22, 2015 between the Company and Dawson James Securities, Inc. 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 shares of common stock mentioned above, when sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement, have been legally issued and these shares represent fully paid and non-assessable shares of CEL-SCI's common stock; 1
o the warrants, when sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement, 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, will be legally issued and will represent fully paid and non-assessable shares of CEL-SCI's common stock. Very truly yours, HART & HART, LLC /s/ William T. Hart William T. Hart 2