Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE DATED DECEMBER 2, 2016 - CEL SCI CORP | cvm_ex992.htm |
| EX-99.1 - PRESS RELEASE DATED DECEMBER 1, 2016 - CEL SCI CORP | cvm_ex991.htm |
| EX-23 - CONSENT OF HART AND HART LLC - CEL SCI CORP | cvm_ex23.htm |
| EX-10.PPP - FORM OF SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex10pp.htm |
| EX-4.L - PLACEMENT AGENT WARRANT SERIES FF - CEL SCI CORP | cvm_ex4l.htm |
| EX-4.K - FORM OF WARRANT SERIES EE - CEL SCI CORP | cvm_ex4k.htm |
| EX-4.J - FORM OF WARRANT SERIES DD - CEL SCI CORP | cvm_ex4j.htm |
| EX-4.I - FORM OF WARRANT SERIES CC - CEL SCI CORP | cvm_ex4i.htm |
| EX-1.1 - LETTER AGREEMENT - CEL SCI CORP | cvm_ex11.htm |
| 8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
EXHIBIT 5
HART & HART, LLC
ATTORNEYS
AT LAW
1624
Washington Street
Denver,
CO 80203
|
William T. Hart,
P.C.
Will Hart |
________
(303) 839-0061
|
harttrinen@aol.com
Fax: (303)
839-5414
|
December
2, 2016
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 34,024,000
shares of common stock;
●
warrants to
purchase up to 85,060,000 shares of common stock;
●
up to 85,060,000
shares of common stock issuable upon the exercise of the
warrants;
●
Placement Agent
warrants which allow for the purchase of up to 1,701,200 shares of
common stock; and
●
up to 1,701,200
shares of common stock issuable upon the exercise of the Placement
Agent warrants,
all as
referred to in the Registration Statement on Form S-3 (File No.
333-205444) (the "Registration Statement") filed with the
Securities and Exchange Commission, declared effective by the
Securities and Exchange Commission (the "Commission") on October
30, 2015, the prospectus included therein (the "Prospectus") and
the prospectus supplement, dated December 1, 2016 (the "Prospectus
Supplement"). The Prospectus Supplement pertains to an offering
(the "Offering") pursuant to the Placement Agent Agreement dated
November 18, 2016 between the Company and Rodman & Renshaw a
unit of H.C. Wainwright & Co., LLC.
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:
●
the shares of
common stock mentioned above, when sold in the manner described in
the Registration Statement, the Prospectus and the Prospectus
Supplement, will be legally issued and these shares will represent
fully paid and non-assessable shares of CEL-SCI's common
stock;
●
the warrants, when
sold in the manner described in the Registration Statement, the
Prospectus and the Prospectus Supplement, will be legally issued,
fully paid and non-assessable and will be the binding obligations
of CEL-SCI in accordance with the terms thereof; and
●
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
|