Attached files
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
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Will Hart
March 12, 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 up to 10,021,667 shares of
common stock issuable upon the exercise of its Series M warrants, up to
5,010,834 Series F warrants, and up to 5,010,834 shares of common stock issuable
upon the exercise of the Series F warrants, all as referred to in the
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 and the minutes of
the Board of Directors of CEL-SCI and 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 in accordance with the terms of the Series M and F warrants, will be
lawfully issued and will represent fully paid and non-assessable shares of
CEL-SCI's common stock. It is also our opinion that CEL-SCI is authorized to
issue the Series F warrants and that such warrants, when issued, will be
lawfully issued, fully paid and non-assessable.
Very truly yours,
HART & TRINEN
/s/ William T. Hart
William T. Hart