EXHIBIT
5
December
9, 2020
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 1,000,000 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
December 9, 2020 (the “Prospectus Supplement”). The
Prospectus Supplement pertains to an underwritten offering pursuant
to an Underwriting Agreement dated December 9, 2020 between the
Company and Kingswood Capital Markets, division of Benchmark
Investors, Inc. 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.
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Very
truly yours,
HART
& HART, LLC
/s/ William T. Hart
William
T. Hart
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