Exhibit 5
OPINION OF KEATING, MUETHING & KLEKAMP
GARY P. KREIDER
DIRECT DIAL: (513) 579-6411
FACSIMILE: (513) 579-6457
E-MAIL: GKREIDER@KMKLAW.COM
October 21, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This firm is general counsel to Cintas Corporation and as such, we are familiar with Cintas’ Amended and Restated Articles of Incorporation, Bylaws and corporate proceedings generally. We have reviewed the corporate records as to the amendment of the Cintas 2003 Directors’ Stock Option Plan, pursuant to which 100,000 shares of Common Stock may be issued prior to shareholder approval. Based solely upon such examination, we are of the opinion that:
1. Cintas is a duly organized and validly existing corporation under the laws of Washington; and
2. Cintas has taken all necessary and required corporate actions in connection with the proposed issuance of 100,000 shares of Common Stock pursuant to the Plan, and such Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of Cintas free of any claim of pre-emptive rights.
We hereby consent to the filing of this opinion as an exhibit to a Registration Statement on Form S-8 with respect to the Common Stock issuable under the Plan and to the references to this firm in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consult is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.
Yours truly, KEATING, MUETHING & KLEKAMP, P.L.L. BY: /s/ Gary P. Kreider —————————————— Gary P. Kreider |