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EXHIBIT 5
HART & HART, LLC
ATTORNEYS
AT LAW
1624
Washington Street
Denver,
CO 80203
|
William T. Hart,
P.C.
|
Email:
harttrinen@aol.com
|
|
Will
Hart
|
Facsimile: (303)
839-5414
|
(303)
839-0061
January
15, 2021
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
By
means of this prospectus, certain warrant holders of CEL-SCI
Corporation (the “Company”) are offering to sell up to
2,345,555 shares of the Company’s common stock which are
issuable upon the exercise of warrants.
We have
examined the Articles of Incorporation, the Bylaws, and the minutes
of the Board of Directors of the Company, and the applicable laws
of the State of Colorado applicable provisions of the Colorado
Revised Statutes and the Colorado Constitution, all reported
judicial decisions interpreting the same, and copy of the
Registration Statement.
In our
opinion, any shares issued upon the exercise of the warrants, if
exercised in accordance with their terms, will be legally issued
and will represent fully paid and non-assessable shares of the
Company’s common stock.
Very
truly yours,
HART
& HART
/s/ William T. Hart
William
T. Hart