Exhibit 5

                         OPINION AND CONSENT OF COUNSEL


January 16, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Rural/Metro Corporation
          Employee Stock Purchase Plan

Ladies and Gentlemen:

     We have acted as counsel to Rural/Metro Corporation, a Delaware corporation
(the "Company"),  in connection with its Registration Statement on Form S-8 (the
"Registration  Statement")  filed under the  Securities Act of 1933, as amended,
relating to the registration of 1,000,000  shares of its Common Stock,  $.01 par
value (the "Shares"), issuable pursuant to the Company's Employee Stock Purchase
Plan (the "Plan").

     In that connection,  we have examined the unanimous  written consent of the
Company's  Board of  Directors,  effective  October 25,  2001,  and minutes of a
meeting of the  Company's  Shareholders  held on December 18, 2001, at which the
Shares were  authorized  for issuance  under the Plan. We have further  examined
such  documents,  corporate  records  and other  instruments  as we have  deemed
necessary or appropriate for purposes of this opinion, including the Certificate
of  Incorporation  and the  Bylaws  of the  Company,  including  all  amendments
thereto.  For purposes of our opinion,  we have  assumed the  availability  of a
sufficient  number  of  authorized  and  unissued  shares  at the  time  of such
issuance.

     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued  and sold in  accordance  with the  terms of the  Plan,  will be  validly
issued, fully paid and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.


                                        Very truly yours,

                                        SQUIRE, SANDERS & DEMPSEY L.L.P.