Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE DATED JUNE 8, 2021 - CEL SCI CORP | celsci_ex992.htm |
| EX-99.1 - PRESS RELEASE DATED JUNE 8, 2021 - CEL SCI CORP | celsci_ex991.htm |
| EX-23 - CONSENT OF HART & HART, LLC - CEL SCI CORP | celsci_ex23.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - CEL SCI CORP | celsci_ex11.htm |
| 8-K - CURRENT REPORT - CEL SCI CORP | cvm-20211231.htm |
EXHIBIT 5
HART
& HART, LLC
ATTORNEYS
AT LAW
1624
Washington Street
Denver,
CO 80203
________ harttrinen@aol.com
(303) 839-0061 Fax: (303)
839-5414
June 8,
2021
CEL-SCI
Corporation
8229
Boone Blvd. #802
Vienna,
VA 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 1,400,000 shares of common stock,
all as referred to in the Registration Statement on Form S-3 (File
No. 333-226558) (the "Registration Statement") filed with the
Securities and Exchange Commission, declared effective by the
Securities and Exchange Commission (the “Commission”)
on August 24, 2018, the prospectus included therein (the
“Prospectus”) and the prospectus supplement, dated June
8, 2021 (the “Prospectus Supplement”). The Prospectus
Supplement pertains to an underwritten offering pursuant to an
Amended and Restated Underwriting Agreement dated June 8, 2021
between the Company and Kingswood Capital Markets, division of
Benchmark Investors, LLC. as Representative of the Several
Underwriters.
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,
the Prospectus and the Prospectus Supplement. In our opinion, the
shares of common stock mentioned above have been duly authorized,
and, when sold in the manner described in the Registration
Statement, the Prospectus and the Prospectus Supplement, will be
legally and validly issued, fully paid and non-assessable shares of
CEL-SCI’s common stock.
Very
truly yours,
HART
& HART, LLC
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HART & HART,
LLC
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By:
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/s/
William T.
Hart
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William T.
Hart
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