EX-5 2 sept10kexh512-10.txt EXHIBIT 5 EXHIBIT 5 HART & TRINEN, LLP 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 December 10, 2010 CEL-SCI Corporation 8229 Boone Boulevard, Suite 802 Vienna, Virginia 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 at initial offering prices not to exceed $34,000,000, all as referred to in a prospectus supplement filed as part of a Registration Statement on Form S-3 (File No. 333-160794) filed by CEL-SCI with the Securities and Exchange Commission. We have examined the Articles of Incorporation, the Bylaws, 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, CEL-SCI is authorized to issue the shares of common stock mentioned above and such shares, when issued, will be lawfully 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