EXHIBIT 5

February 10, 1995



Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

     I am submitting this letter in my capacity as general counsel to 
ServiceMaster Limited Partnership ("ServiceMaster Partnership") and 
ServiceMaster Incorporated of Delaware ("SMI") in connection with the 
registration statement on Form S-3 to be filed of even date herewith
relating to the registration of shares of limited partner interest in 
ServiceMaster Partnership ("Partnership Shares"), sales of which may be made 
by certain shareholders of ServiceMaster Partnership (the "Registration 
Statement").  This opinion also relates to an equal number of shares of 
common stock to be issued by SMI ("SMI Shares") in exchange for the Partnership
Shares pursuant to the reincorporating merger (the "Reincorporating Merger") 
whereby SMI will become the corporate successor to ServiceMaster Partnership.  
The Reincorporating Merger was approved by the partnership shareholders of 
ServiceMaster Partnership on January 13, 1992 and is described in the Proxy 
Statement of ServiceMaster Partnership dated December 11, 1991.

     Based on the foregoing, it is my opinion that:

     1.  ServiceMaster Partnership has been duly organized under the Delaware 
Revised Uniform Limited Partnership Act (the "Delaware Act").

     2.  ServiceMaster Partnership has the power under the Delaware Act and 
under its Amended and Restated Agreement of Limited Partnership dated January 
31, 1992 (the "Partnership Agreement") to issue the Partnership Shares to be 
issued as described in the Registration Statement.

     3.  ServiceMaster Partnership has the power under the Delaware Act and its 
Partnership Agreement to issue the Partnership Shares covered by the 
Registration Statement (the "Subject Shares") to the Selling Shareholders 
identified therein.  Issuance of the Subject Shares has been duly authorized 
by the Board of Directors of ServiceMaster Partnership's Managing General
Partner, and no other approval is required under the Delaware Act or the 
Partnership Agreement as a precondition to the issuance of the Subject Shares.



     4.  Neither the Delaware Act, the Illinois Revised Uniform Limited 
Partnership Act of 1986 (the "Illinois Act") nor the Partnership Agreement 
permits any assessment to be made on or with respect to any of the Subject 
Shares or imposes personal liability on a person by reason of the ownership 
of any Subject Shares except that: (a) a holder may, of course, be required to
pay a capital contribution or have other obligations under express agreements 
the holder may have with ServiceMaster Partnership in addition to the 
Partnership Agreement; (b) a holder of Partnership Shares who receives a 
distribution on such Partnership Shares in violation of Section 17-607 of the 
Delaware Act may be liable to ServiceMaster Partnership of the amount of such
distribution; and (c) under Section 17-303 of the Delaware Act, an owner of 
Partnership Shares who participates in control of ServiceMaster Partnership may 
be held liable as a general partner to third parties who transact business 
with ServiceMaster Partnership reasonably believing, based on such owner's 
conduct, that the owner is a general partner.

     5.  SMI is duly organized and validly existing under the Delaware General 
Corporation Law.

     6.  SMI will have the power under the Delaware General Corporation Law 
and the Merger Agreement described in the Proxy Statement to issue the SMI 
Shares to be issued upon consummation of the Reincorporating Merger.

     7.  When certificates representing the SMI Shares issuable by SMI in the 
Reincorporating Merger are appropriately executed and distributed in accordance 
with the Merger Agreement, the SMI Shares will have been validly issued.

     8.  Every SMI Share issued in the Reincorporating Merger in exchange for a 
Partnership Share which was fully paid and non assessable immediately prior to 
the Reincorporating Merger will upon issuance in accordance with the Merger 
Agreement be fully paid and non assessable.

     My opinions are based on the Delaware General Corporate Law, the Delaware 
Act, the Illinois Act and other relevant law as constituted on the date of this 
opinion.  I express no opinion as to whether any relevant change will be made 
in any such law before the Reincorporating Merger consummates.

     I consent to the filing of this opinion as an exhibit to the Registration 
Statement.

Very truly yours,

/s/ Vernon T. Squires

Vernon T. Squires
Senior Vice President and 
General Counsel