1
                                 July 1, 1996



Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona 85251

        Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

        As special legal counsel to Rural/Metro Corporation, a Delaware
corporation (the "Company"), we have assisted in the preparation of the
Company's Registration Statement on Form S-8 to be filed on or about July 2,
1996 with the Securities and Exchange Commission (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 312,509 shares of common stock, par value $.01 per share,
of the Company (the "Shares"), which may be sold from time to time by certain
of the Company's stockholders (the "Selling Stockholders").

        With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:

                A.      The Second Restated Certificate of Incorporation of the
           Company, as filed with the Secretary of State of the State of
           Delaware on January 18, 1995;

                B.      The Bylaws of the Company, as amended through the date
           hereof;

                C.      The Registration Statement;

                D.      The Resolutions of the Board of Directors of the
           Company dated May 14, 1993 and  June 21, 1996 relating to the
           organization of the Company and the approval of the filing of the
           Registration Statement and the transactions in connection therewith,
           respectively; 

                E.      Plan and Agreement of Merger and Reorganization (the
           "Merger Plan"), dated May 27, 1993, by and among the Company,
           Rural/Metro Corporation, an Arizona corporation ("Rural/Metro") and
           R/M Acquisition, Inc., an Arizona corporation ("R/M");

                F.      Resolutions of each of the Company, Rural/Metro and
           R/M, each dated May 14, 1993, approving the Merger Plan; and

                G.      Articles of Merger, signed by the Company, Rural/Metro
           and R/M, filed and approved by the Arizona Corporation Commission on
           May 27, 1993.


                                  EXHIBIT 5
   2
Rural/Metro Corporation
July 1, 1996
Page 2



        Subject to the assumptions that (i) the documents and signatures
examined by us are genuine and authentic and (ii) the persons executing the
documents examined by us have the legal capacity to execute such documents, and
subject to the further limitations and qualifications set forth below, it is
our opinion that the Shares, when sold by the Selling Stockholders as described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.

        Please be advised that we are members of the State Bar of Arizona, and
our opinion is limited to the legality of matters under the laws of the State
of Arizona and the General Corporation Laws of the State of Delaware.  Further,
our opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.  

        We hereby expressly consent to any reference to our firm in the
Registration Statement, inclusion of this Opinion as an exhibit to the
Registration Statement, and to the filing of this Opinion with any other
appropriate governmental agency.

                                        Very truly yours,

                                        O'Connor, Cavanagh, Anderson,
                                        Killingsworth & Beshears, a
                                        Professional Association