Attached files
file | filename |
---|---|
EX-99 - PRESS RELEASE - CEL SCI CORP | cvm_ex99.htm |
EX-23 - CONSENT OF HART & HART, LLC - CEL SCI CORP | cvm_ex23.htm |
EX-10.4 - SECURITIES PURCHASE AGREEMENT - CEL SCI CORP | cvm_ex104.htm |
EX-4.(V) - PLACEMENT AGENT WARRANT (SERIES WW) - CEL SCI CORP | cvm_ex4v.htm |
EX-4.(U) - FORM OF WARRANT (SERIES VV) - CEL SCI CORP | cvm_ex4u.htm |
EX-1.1 - ENGAGEMENT AGREEMENT - CEL SCI CORP | cvm_ex11.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
|
________
|
harttrinen@aol.com
|
Will
Hart
|
(303)
839-0061
|
Fax:
(303) 839-5414
|
June
28, 2018
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 3,900,000 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 June 28, 2018 (the "Prospectus
Supplement"). The Prospectus Supplement pertains to a registered
direct offering pursuant to the Placement Agent Agreement dated
June 28, 2018 between the Company and 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.
Very
truly yours,
HART
& HART, LLC
/s/ William T. Hart
William
T. Hart