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EXHIBIT 5
[O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A.]
May 8, 1998
Rural/Metro Corporation
8401 E. Indian School Road
Scottsdale, Arizona 85251
Ladies and Gentlemen:
We have acted as counsel for Rural/Metro Corporation, a Delaware
corporation (the "Company"), in connection with the proposed offer by the
Company to exchange (the "Exchange Offer") all outstanding 7-7/8% Senior Notes
Due 2008 ($150.0 million principal amount outstanding) (the "Outstanding Notes")
for 7-7/8% Senior Notes due 2008 ($150.0 million principal amount) (the
"Exchange Notes"). The Outstanding Notes have been, and the Exchange Notes will
be, issued pursuant to an Indenture dated as of March 16, 1998 (the
"Indenture"), among the Company, certain of its subsidiaries (the "Subsidiary
Guarantors") and The First National Bank of Chicago, as trustee (the "Trustee").
Unless otherwise defined herein capitalized terms used in this opinion shall
have the meanings set forth in the Indenture.
We have examined (i) the Indenture, (ii) the form of Exchange Notes,
which are filed as Exhibit 4.2 to the Registration Statement, (iii) the
Registration Statement on Form S-4, filed by the Company with the Securities and
Exchange Commission, for the registration of the Exchange Notes under the
Securities Act of 1933 (the Registration Statement as amended at the time it
becomes effective being referred to as the "Registration Statement"), and (iv)
such corporate records of the Company, certificates of public officials and such
other documents as we have deemed necessary or appropriate for the purpose of
this opinion.
For purposes of this opinion, we have assumed (i) the legal capacity of
all natural persons executing the documents examined by us; (ii) that the
documents and signatures examined by us are genuine and authentic; (iii) the due
authorization, execution and delivery of the Indenture by the Trustee; (iv) that
the Trustee has the requisite power and authority to enter into the Indenture
and to act as trustee thereunder (and is eligible and duly qualified to act in
such capacity); and (v) that the Indenture constitutes the legal, valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance
with its terms.
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Rural/Metro Corporation
May 8, 1998
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On the basis of the foregoing, we express the following opinions:
(i) the Exchange Notes, when duly executed, authenticated and
exchanged in accordance with the terms of the Indenture entered into among the
Company, the Subsidiary Guarantors and the Trustee, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except that (i) the enforcement thereof may be subject to bankruptcy,
insolvency, moratorium, reorganization, arrangement, fraudulent transfer or
conveyance and other similar laws now or hereafter in effect relating to
creditors' rights generally, and to general principles of equity and the
discretion of the court before which any proceeding therefor may be brought;
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief are subject to certain equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought; (iii) the
enforceability of provisions imposing penalties, forfeitures, late payment
charges or an increase in interest rate upon delinquency in payment or the
occurrence of a default may be limited in certain circumstances; (iv) the
enforceability of any provision requiring the payment of attorney's fees may be
subject to a court determination that such fees are reasonable; and (v) any
rights to indemnity or contribution thereunder may be limited by federal or
state securities laws and public policy considerations.
(ii) the Guarantees, when issued by the Subsidiary Guarantors
upon the execution, authentication and exchange of the Exchange Notes, will each
constitute a valid and binding obligation of the Subsidiary Guarantors in
accordance with their terms, except that (i) the enforcement thereof may be
subject to bankruptcy, insolvency, moratorium, reorganization, arrangement,
fraudulent transfer or conveyance and other similar laws now or hereafter in
effect relating to creditors' rights generally, and to general principles of
equity and the discretion of the court before which any proceeding therefor may
be brought; (ii) the remedy of specific performance and injunctive and other
forms of equitable relief are subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought;
(iii) the enforceability of provisions imposing penalties, forfeitures, late
payment charges or an increase in interest rate upon delinquency in payment or
the occurrence of a default may be limited in certain circumstances; (iv) the
enforceability of any provision requiring the payment of attorney's fees may be
subject to a court determination that such fees are reasonable; and (v) any
rights to indemnity or contribution thereunder may be limited by federal or
state securities laws and public policy considerations.
We are members of the Bar of the State of Arizona and we do not purport
to be experts on, or to express any opinion as to the laws of any jurisdiction
other than the applicable federal laws of the United States, the General
Corporation Law of the State of Delaware and the laws of the State of Arizona.
We note that the Indenture states that it is to be governed by the laws of the
State of New York. We are not familiar with the laws of New York and render no
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Rural/Metro Corporation
May 8, 1998
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opinion about them. For the purposes of this opinion, we have assumed that the
Indenture will be governed by the laws of the State of Arizona, notwithstanding
its express terms. We express no opinion about what laws will actually govern
the Indenture. 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 consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to the firm under "Legal Matters" in
the Prospectus forming a part of the Registration Statement.
Very truly yours,
O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A.