Exhibit 5
MARK A. WEISS
DIRECT DIAL: (513) 579-6599
FACSIMILE: (513) 579-6457
E-MAIL: MWEISS@KMKLAW.COM
August 26, 2002
Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors (as identified below)
c/o Cintas Corporation No. 2
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH 45262-5737
Re: Form S-4 Registration Statement Relating to $225,000,000 Aggregate
Principal Amount of 5-1/8% Senior Notes due 2007 and $225,000,000
Aggregate Principal Amount of 6% Senior Notes Due 2012
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Ladies and Gentlemen:
In connection with the registration of $225,000,000 aggregate principal
amount of 5-1/8% Senior Notes due 2007 (the "New 5-1/8% Notes") and $225,000,000
aggregate principal amount of 6% Senior Notes due 2012 (the "New 6% Notes", and
with the New 5-1/8% Notes, the "Exchange Notes") by Cintas Corporation No. 2, a
Nevada corporation (the "Company"), and the guarantees of the Exchange Notes
(the "Guarantees") by Cintas Corporation, a Washington corporation (the "Parent
Guarantor"), and each of the entities listed on Schedule A hereto (each,
including the Parent Guarantor, a "Guarantor" and collectively, the
"Guarantors"), under the Securities Act of 1933 (the "Act"), on Form S-4 filed
with the Securities and Exchange Commission (the "Commission") on August 16,
2002 (the "Registration Statement"), you have requested our opinion with respect
to the matters set forth below. The Exchange Notes and Guarantees will be issued
pursuant to supplement (the "Supplement") to an indenture (the base Indenture
and collectively with the Supplement, the "Indenture"), dated May 28, 2002,
among the Company, the Guarantors and Wachovia Bank, National Association, as
trustee (the "Trustee").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken by the Company and the Guarantors in
connection with the authorization and issuance of the Exchange Notes and the
Guarantees, respectively. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion. We have examined, along with other documents, the
following:
(a) the Indenture;
(b) forms of Exchange Notes; and
Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors
August 26, 2002
Page 2
(c) the Form of Guarantee.
The documents described in paragraphs (a) through (c) above are
referred to herein collectively as the "Transaction Documents.'
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. To the extent it may be relevant to the opinions expressed herein, we
have assumed that:
(i) each party to the Transaction Documents other than the Company has
the requisite organizational and legal power and authority to enter into and
perform its obligations under the Transaction Documents and to consummate the
transactions contemplated thereby;
(ii) the Transaction Documents have been duly authorized, executed and
delivered by each party thereto other than the Company and constitute valid and
binding obligations of such other party, enforceable against each such other
party in accordance with their terms;
(iii) each party to the Transaction Documents other than the Company
has complied with and will comply with all of its obligations under the
Transaction Documents and all laws applicable thereto; and
(iv) the Exchange Notes and the old notes (as defined in the
Registration Statement) have been duly authenticated and delivered by the
Trustee.
We express no opinion with respect to the laws of any jurisdiction
other than the States of Ohio, Nevada and Washington and the federal laws of the
United States of America. For purposes of rendering the opinions set forth
below, with your permission, we express our opinion as if the laws of the states
of New York, California, Maryland, Virginia, Colorado and Kansas are the same as
the laws of the State of Ohio, and we make no representation as to the extent to
which any of such laws may differ.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Exchange Notes have been duly authorized by all necessary
corporate action of the Company, and when executed, authenticated and executed
and delivered by or on behalf of the Company against the due tender and delivery
to the Trustee of the old notes in an aggregate principal amount equal to the
aggregate principal amount of the Exchange Notes, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
2. Each of the Guarantees that has been duly authorized by all
necessary corporate action of the respective Guarantor, and when executed in
accordance with the terms of the Indenture and upon due execution,
authentication and delivery of the Exchange Notes against the due tender and
delivery to the Trustee of the old notes in an aggregate principal amount equal
to the aggregate principal amount of the
Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors
August 26, 2002
Page 3
Exchange Notes, will be the legally valid and binding obligation of the
respective Guarantor, enforceable against such Guarantor in accordance with its
terms.
The opinions rendered in paragraphs 1 and 2 above relating to the
enforceability of the Exchange Notes and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to our affecting the rights and remedies of
creditors and (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or law, and the discretion
of the court before which any proceeding therefor may be brought.
To the extent that the obligations of the Company and the Guarantors
under the Indenture may be dependent upon such matters, we assume for purposes
of this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction or organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
We hereby consent to be named in the Registration Statement and the
prospectus part thereof under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: /s/ Mark A. Weiss
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Mark A. Weiss