<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>form8kitem101ex5dec-13.txt
<DESCRIPTION>OPINION OF H&H
<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

                                December 23, 2013

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 476,190 shares
of common stock,  warrants to purchase up to 476,190 shares of CEL-SCI's  common
stock,  as well as shares  issuable  upon the exercise of the  warrants,  all as
referred to in the Registration Statement on Form S-3 (File No. 333-186103) (the
"Registration  Statement")  filed with the  Securities  and Exchange  Commission
declared effective by the Securities and Exchange  Commission (the "Commission")
on February 28, 2013, the prospectus included therein (the "Prospectus") and the
prospectus  supplement,  dated December 19, 2013 (the "Prospectus  Supplement"),
filed with the Commission  pursuant to Rule 424(b) of the rules and  regulations
of the Securities  Act. The Prospectus  Supplement  pertains to an  underwritten
offering (the "Offering") pursuant to the Underwriting  Agreement dated December
19,  2013  between  the  Company  and  the   underwriters   named  therein  (the
"Underwriting Agreement"). . 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 476,190 shares of common stock mentioned  above,  when sold in the
          manner described in the Registration Statement, the Prospectus and the
          Prospectus Supplement, and in accordance with the terms and conditions
          of the  Underwriting  Agreement,  have been  legally  issued and these
          shares  represent  fully paid and  non-assessable  shares of CEL-SCI's
          common stock;

     o    the warrants,  when sold in the manner  described in the  Registration
          Statement,  the  Prospectus  and  the  Prospectus  Supplement,  and in
          accordance   with  the  terms  and  conditions  of  the   Underwriting
          Agreement, have been legally issued, are fully paid and non-assessable
          and are the  binding  obligations  of CEL-SCI in  accordance  with the
          terms thereof; and

     o    the shares of common stock issuable upon the exercise of the warrants,
          when sold in the manner described in the Registration  Statement,  the
          Prospectus  and the Prospectus  Supplement and in accordance  with the
          terms and conditions of the  Underwriting  Agreement,  will be legally
          issued  and will  represent  fully paid and  non-assessable  shares of
          CEL-SCI's common stock.

                                   Very truly yours,

                                   HART & HART

                                   /s/ William T. Hart

                                   William T. Hart

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</DOCUMENT>
