Attached files

file filename
EX-99 - EXHIBIT 99 PRESS RELEASE - CEL SCI CORPform8kitem101ex99may-17.txt
EX-23 - EXHIBIT 23 ATTORNEY'S CONSENT - CEL SCI CORPform8kitem101ex23may-17.txt
EX-10 - EXHIBIT 10 (SSS) SECURITIES PURCHASE AGREEMENT - CEL SCI CORPform8kitem101ex10sssmay-17.txt
EX-4 - EXHIBIT 4(R) PLACEMENT AGENT WARRANT (SERIES LL) - CEL SCI CORPform8kitem101ex4rmay-17.txt
EX-4 - EXHIBIT 4(Q) FORM OF WARRANT (SERIES KK) - CEL SCI CORPform8kitem101ex4qmay-17.txt
EX-1 - EXHIBIT 1.1 ENGAGEMENT AGREEMENT - CEL SCI CORPform8kitem101ex11may-17.txt
8-K - FORM 8-K ITEM 1.01 RE SERIES KK WARRANTS - CEL SCI CORPform8kitem101skkwrnt5-17.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 May 1, 2017 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 13,199,000 shares of common stock, 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 May 1, 2017 (the "Prospectus Supplement"). The Prospectus Supplement pertains to a registered direct offering pursuant to the Placement Agent Agreement dated April 30, 2017 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 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