Attached files

                                    EXHIBIT 5





                                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

                                 April 14. 2014


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:

     o    up to 8,800,000  shares of common stock;  o warrants to purchase up to
          2,200,000 shares of common stock;

     o    up to 2,200,000  shares of common stock  issuable upon the exercise of
          the warrants;

     o    underwriters'  warrants  which allow for the purchase of up to 550,000
          shares of common stock;

     o    up to 550,000 shares of common stock issuable upon the exercise of the
          underwriters' 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  April  14,  2014  (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 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 and the underwriter's  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
          and the underwriters'  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, LLC

                                               /s/  William T. Hart

                                               William T. Hart