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
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