Attached files
file | filename |
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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
William T. Hart,
P.C
|
Email: harttrinen@aol.com
|
Will
Hart
|
Facsimile: (303)
839-5414
|
(303)
839-0061
February
14, 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 2,501,145
shares of common stock;
●
up to 1,875,860
shares of common stock issuable upon the exercise of the
Company’s Series TT warrants;
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 2,501,145 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
Very
truly yours,
HART
& HART
/s/ William T. Hart
William
T. Hart