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 |
July 1, 2015
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182
This letter will constitute an opinion upon the legality of the sale by CEL-SCI Corporation, a Colorado corporation (“CEL-SCI”), of shares of its common stock, preferred stock, convertible preferred stock, rights, units, and warrants having a maximum value of $75,000,000 all as referred to in the Registration Statement on Form S-3 filed by CEL-SCI with the Securities and Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of CEL-SCI and the applicable laws of the State of Colorado, and a copy of the Registration Statement, and such other documents as we considered necessary for purposes of this opinion. In our opinion:
| | ● | CEL-SCI is authorized to issue the securities which are the subject of the Registration Statement; |
| | | |
| | ● | such securities, when sold, will be legally issued, fully paid and non-assessable; and |
| | | |
| | ● | the warrants and rights will be, when issued, binding obligations of CEL-SCI under the laws of Colorado. |
Very truly yours,
HART & HART, LLC
/s/ William T. Hart
William T. Hart
