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/A - S-1/A - CEL SCI CORP | cvm_s1a.htm |
HART & HART, LLC
ATTORNEYS
AT LAW
1624
Washington Street
Denver,
CO 80203
|
William T. Hart,
P.C.
|
________
|
Email: harttrinen@aol.com
|
|
Will
Hart
|
(303)
839-5414
|
Facsimile:
(303) 839-0061
|
| ________ |
|
|
January
18, 2018
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 1,289,478
shares of common stock;
●
up to
3,710,035 shares of common stock issuable upon the
exercise of the Company’s Series PP through SS
warrants;
● up to
660,000 shares of common stock which
we issued in partial payment of amounts we owe to a firm for
services provided in connection with our Phase III clinical
trial.
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 1,289,478 shares of the Company’s common stock referred
to above are legally issued, fully paid and non-assessable shares
of the Company’s common stock;
(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; and
(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.
Very
truly yours,
HART
& HART
/s/ William T. Hart
William
T. Hart