Attached files
| file | filename |
|---|---|
| EX-1.1 - ENGAGEMENT AGREEMENT, DATED FEBRUARY 15, 2017, BY AND AMONG CEL SCI CORPORATION - CEL SCI CORP | cvm_ex1-1.htm |
| EX-99.1 - PRESS RELEASE DATED FEBRUARY 17, 2017 - CEL SCI CORP | cvm_ex99-1.htm |
| EX-23 - SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex23.htm |
| EX-10.(QQQ) - MATERIAL CONTRACTS - CEL SCI CORP | cvm_ex10qqq.htm |
| EX-4.(N) - PLACEMENT AGENT WARRANT (SERIES FF) - CEL SCI CORP | cvm_ex4n.htm |
| EX-4.(M) - FORM OF WARRANT (SERIES GG) - CEL SCI CORP | cvm_ex4m.htm |
| 8-K - CURRENT REPORT - CEL SCI CORP | cvm_8k.htm |
EXHIBIT 5
HART & HART, LLC
ATTORNEYS
AT LAW
1624
Washington Street
Denver,
CO 80203
|
William T. Hart,
P.C.
Will
Hart
|
________
(303) 839-0061
|
harttrinen@aol.com
Fax: (303)
839-5414
|
February 17,
2017
CEL-SCI
Corporation
8229
Boone Boulevard, Suite 802
Vienna,
Virginia 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 10,000,000 shares of common
stock, all as referred to in the Registration Statement on Form S-3
(File No. 333-205444) (the "Registration Statement") filed with the
Securities and Exchange Commission, declared effective by the
Securities and Exchange Commission (the "Commission") on October
30, 2015, the prospectus included therein (the "Prospectus") and
the prospectus supplement, dated February 16, 2017 (the "Prospectus
Supplement"). The Prospectus Supplement pertains to registered
direct offering (the "Offering") pursuant to the Placement Agent
Agreement dated February 15, 2017 between the Company and Rodman
& Renshaw a unit of H.C. Wainwright & Co.,
LLC.
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.
In our opinion, the shares of common stock mentioned above, when
sold in the manner described in the Registration Statement, the
Prospectus and the Prospectus Supplement, will be legally issued
and these shares represent fully paid and non-assessable shares of
CEL-SCI's common stock.
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|
Very
truly yours,
HART
& HART, LLC
/s/
William T. Hart
William
T. Hart
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