<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>forms3exh5feb-13.txt
<DESCRIPTION>EXH. 5 OPINION OF COUNSEL
<TEXT>
                                   EXHIBIT 5




                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                                February 4, 2013
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 and warrants having
a maximum value of $50,000,000 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,  a copy of the  Registration  Statement  and all  other  documents  we
considered necessary to render our option. In our opinion:

     o    CEL-SCI is authorized to issue the securities which are the subject of
          this registration  statement,  as well as any securities issuable upon
          the  conversion of preferred  stock or upon the exercise of any rights
          or warrants.

     o    such   securities   when  issued,   will  represent   fully  paid  and
          non-assessable securities of CEL-SCI's and

     o    the rights and warrants,  when issued,  will be binding obligations of
          CEL-SCI under the laws of Colorado.


                                  Very truly yours,

                                  HART & HART, LLC


                                  /s/ William T. Hart

                                  William T. Hart





</TEXT>
</DOCUMENT>
