EX-5 2 forms3shelfamdex5june.txt EXHIBIT 5 - OPINION OF H&H 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 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