EXHIBIT 5


                             [Chemed Letterhead]


                                                                   May 24, 2004


Ladies and Gentlemen:

     I have acted as counsel to Chemed Corporation, a Delaware corporation
(the "Company"), in connection with the filing of the Registration Statement
on Form S-4 (the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission"), relating to the issuance by the Company of
$110,000,000 aggregate principal amount of the Company's Floating Rate Senior
Secured Notes due 2010 (the "New Notes") and related guarantees (the
"Guarantees") registered under the Securities Act in exchange for a like
principal amount of the Company's outstanding unregistered Floating Rate
Senior Secured Notes due 2010 (the "Original Notes"). The New Notes are
issuable under an Indenture dated as of February 24, 2004 (the "Indenture"),
among the Company, the Company's subsidiaries listed on Schedule I thereto
(the "Guarantors") and Wells Fargo Bank, N.A., as trustee (the "Trustee").

     In that connection, I have reviewed and examined the Indenture and such
certificates, documents, corporate records and other instruments as in my
judgment is necessary or appropriate to enable me to render the opinions
expressed below. I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity
to original documents of all documents submitted to me as copies.

     Based on the foregoing, I am of the opinion as follows:

     1. The Indenture has been duly authorized, executed and delivered by the
Company and each of the Guarantors. The Indenture constitutes a legal, valid
and binding obligation of the Company and each Guarantor, enforceable against
the Company and each Guarantor in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of
whether such enforceability is considered in a proceeding in equity or at
law).

     2. The Company has duly authorized the execution of the New Notes. The
New Notes, when executed, issued and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Original Notes,
will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect and subject,
as to enforceability, to general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law).

     3. The guarantee to be endorsed on the New Notes by each Guarantor has
been duly authorized by such Guarantor. When the New Notes have been executed,
issued and




authenticated in accordance with the provisions of the Indenture and delivered
in exchange for the Original Notes, the guarantees to be endorsed on the New
Notes will constitute legal, valid and binding obligations of the Guarantors
thereof, enforceable against each such Guarantor in accordance with their
terms (subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and subject, as to enforceability, to
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law).

     This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby
consent to the filing of this opinion with the Commission as Exhibit 5 to the
Registration Statement.


                                           Very truly yours,

                                           /s/  NAOMI C. DALLOB
                                           Naomi C. Dallob
                                           Vice President and Secretary