EX-5 2 form8kchardanexh5feb-12.txt EXHIBIT 5 OPINION OF COUNSEL EXHIBIT 5 HART & TRINEN, L.L.P. ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061 ----------- Will Hart February 10, 2012 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 5,900,000 shares of common stock, issuable upon the exercise of its Series O warrants, Series P warrants, as well as up to 5,900,000 shares issuable upon the exercise of the Series P warrants, all as referred to in the Registration Statement on Form S-3 (File No. 333-160794) 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 5,900,000 shares of common stock issuable upon the exercise of its Series O warrants have been legally issued and these shares represent fully paid and non-assessable shares of CEL-SCI's common stock; o the Series P warrants have been legally issued and are fully paid and non-assessable; and o the shares of common stock issuable upon the exercise of the Series P 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 & TRINEN /s/ William T. Hart William T. Hart