Attached files
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;
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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
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