<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>forms3amd2ex5feb-13.txt
<DESCRIPTION>EXH, 5 - LEGAL OPINION
<TEXT>
                                   EXHIBIT 5




<PAGE>



                                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


                                February 22, 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 sold, will be legally issued and will
            represent fully paid and non-assessable securities of CEL-SCI; 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


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