<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>forms3shelfamdex5june.txt
<DESCRIPTION>EXHIBIT 5 - 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.               ________                 harttrinen@aol.com
Will Hart                        (303) 839-0061             Fax: (303) 839-5414


                                  June 20, 2014

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,  or
securities issuable upon the conversion or exercise of these securities,  having
a maximum value of $75,000,000 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 such other documents as we
considered necessary for purposes of this opinion. In our opinion,

     o    CEL-SCI is authorized to issue the securities which are the subject of
          the Registration Statement;

     o    such  securities,  when sold, will be legally  issued,  fully paid and
          non-assessable; and

     o    the warrants and rights will be, when issued,  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>
