Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - CEL SCI CORP | cvm_ex232.htm |
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - CEL SCI CORP | cvm_ex231.htm |
| S-1 - PRIMARY DOCUMENT - CEL SCI CORP | cvm_s1.htm |
EXHIBIT 5
HART & HART, LLC
ATTORNEYS AT
LAW
1624 Washington
Street
Denver, CO
80203
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William T. Hart,
P.C.
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Email:
harttrinen@aol.com
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Will
Hart
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Facsimile: (303)
839-5414
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August
18, 2017
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
This
letter will constitute an opinion upon the legality of the sale by
certain shareholders of CEL-SCI Corporation, a Colorado corporation
(the “Company”), of:
●
up to 539,300
shares of common stock which may be issuable upon the conversion of
notes;
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up to 539,300
shares of common stock issuable upon the exercise of the
Company’s Series NN warrants;
●
1,532,368 shares of
common stock which are issuable upon the exercise of the
Company’s Series GG through LL warrants and the
Company’s Series OO warrants; and
●
up to 480,000
shares of common stock which were issued in partial payment of
amounts owed to Ergomed plc.
all as
referred to in the Registration Statement on Form S-1 filed by the
Company with the Securities and Exchange Commission.
We have
examined the Articles of Incorporation, the Bylaws, and the minutes
of the Board of Directors of the Company, and the applicable laws
of the State of Colorado applicable provisions of the Colorado
Revised Statutes and the Colorado Constitution, all reported
judicial decisions interpreting the same, and a copy of the
Registration Statement. In our opinion,
(i) the
shares of the Company’s common stock issuable upon the
conversion of the notes will, when issued, be legally issued, fully
paid and non-assessable shares of the Company’s common stock;
and
(ii) any
shares issued upon the exercise of warrants, if exercised in
accordance with their terms, will be legally issued and will
represent fully paid and non-assessable shares of the
Company’s common stock.
(iii) the
shares of the Company’s common stock to be sold by Ergomed
plc, are legally issued, fully paid and non-assessable shares of
the Company’s common stock.
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Very truly
yours,
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HART &
HART
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By /s/ William T.
Hart
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William T.
Hart
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