Attached files
HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
________ harttrinen@aol.com
(303) 839-0061 Fax: (303) 839-5414
June 28, 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 210,000 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
/s/ William T. Hart
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William T. Har
