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8-K - FORM 8-K ITEM 1.01 - CEL SCI CORPform8k101oct-13.txt
EX-23 - EXH. 23 ATTORNEY CONSENT - CEL SCI CORPform8k101exh23oct-13.txt




                                    EXHIBIT 5



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 October 11, 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 warrants to purchase up to 2,673,913 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. 333-184094) 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 warrants have been legally issued, are fully paid and non-assessable and are the binding obligations of CEL-SCI; and o the shares of common stock issuable upon the exercise of the 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 & HART /s/ William T. Hart William T. Har