EXHIBIT 5
HART & TRINEN, L.L.P.
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
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Will Hart
October 4, 2011
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 13,333,334
shares of common stock, Series F warrants to purchase 12,000,000 shares of
CEL-SCI's common stock, Series G warrants to purchase 667,667 shares of
CEL-SCI's common stock, as well as shares issuable upon the exercise of the
Series F and Series G warrants, all as referred to in the Registration Statement
on Form S-3 (File No. 333-160794) filed 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, the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion:
o the 13,333,334 shares of common stock mentioned above have been
legally issued and these shares represent fully paid and
non-assessable shares of CEL-SCI's common stock;
o the Series F and Series G warrants have been legally issued and are
fully paid and non-assessable; and
o the shares of common stock issuable upon the exercise of the Series G
and Series F warrants, when the warrants are exercised in accordance
with their terms, will be legally issued and will represent fully paid
and non-assessable shares of CEL-SCI's common stock.
Very truly yours,
HART & TRINEN
/s/ William T. Hart
William T. Hart