Exhibit 5.1
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NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • JONESDAY.COM
May 3, 2022
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH 45262-5737
| Re: | $400,000,000 of 3.450% Senior Notes due 2025 of Cintas Corporation No. 2 |
$800,000,000 of 4.000% Senior Notes due 2032 of Cintas Corporation No. 2
Ladies and Gentlemen:
We have acted as counsel for Cintas Corporation, a Washington corporation (the “Parent”), Cintas Corporation No. 2, a Nevada corporation (the “Issuer”), Cintas Corporation No. 3, a Nevada corporation (together with the Parent, the “Non-Covered Guarantors”), and Cintas Corporate Services, Inc., an Ohio corporation (the “Covered Guarantor”), in connection with the issuance and sale of $400,000,000 aggregate principal amount of the Issuer’s 3.450% Senior Notes due 2025 (the “2025 Notes”) and $800,000,000 aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2032 (together with the 2025 Notes, the “Notes”), and the full and unconditional guarantee of the Notes (the “Guarantees”) by the Non-Covered Guarantors and the Covered Guarantor (collectively, the “Guarantors”), pursuant to the Underwriting Agreement, dated April 26, 2022, by and among the Issuer, the Guarantors and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein. The Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among the Parent, the Issuer, the Guarantors party thereto and U.S. Bank Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of November 8, 2010 (together with the Base Indenture, the “Indenture”), by and among the Issuer, the Covered Guarantor and the Trustee, with the terms of the Notes established pursuant to Officers’ Certificates, each dated May 3, 2022.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(1) The Notes constitute valid and binding obligations of the Issuer.
(2) The Guarantees constitute valid and binding obligations of the Guarantors.
For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.