EXHIBIT 5
January 3, 2001
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, IL 60515
Re: 750,000 shares of common stock ("Common Stock") under the 1998
Non-Employee Directors Discounted Stock Option Plan (the "Directors
Plan") and $15,000,000 of deferred compensation obligations under the
ServiceMaster Deferred Compensation Plan (the "Deferred Compensation
Plan")(together, the "Plans").
Ladies and Gentlemen:
I am General Counsel for The ServiceMaster Company, a Delaware
corporation ("ServiceMaster"), and have acted as counsel for ServiceMaster in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") relating to (i) the registration of 750,000 shares of Common
Stock to be offered and sold to ServiceMaster non-employee directors under the
Directors Plan and (ii) up to $15,000,000 of (1) ServiceMaster's deferred
compensation obligations (the "Deferred Compensation Obligations") and (2)
Common Stock, in each case payable under the Deferred Compensation Plan.
To render the opinions expressed below, I have reviewed the Directors
Plan, the Deferred Compensation Plan, and the Registration Statement. I have
also examined originals, or copies of originals certified or otherwise
identified to my satisfaction, of ServiceMaster's corporate records and of such
other agreements, documents, instruments and certificates of public officials,
officers and representatives of ServiceMaster and other persons, have examined
such questions of law and have satisfied myself as to such matters of fact as I
have deemed relevant and necessary as a basis for the opinions expressed herein.
I have assumed the authenticity of all documents submitted to me as originals,
the genuineness of all signatures, the legal capacity of all natural persons and
the conformity with the original documents of any copies thereof submitted to me
for my examination.
Based upon the foregoing, I am of the opinion that:
1. ServiceMaster is duly incorporated and validly existing under the
laws of the State of Delaware.
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2. If ServiceMaster's Board of Directors or a duly authorized committee
thereof authorizes the issuance of authorized and unissued shares of Common
Stock for the consideration provided in the Plans, such shares will, when
certificates representing such shares have been duly executed, countersigned and
registered and duly delivered against the receipt by ServiceMaster of the
consideration provided in the Plans, be legally issued, fully paid and
non-assessable.
3. The Deferred Compensation Obligations will be, when created in
accordance with the terms of the Deferred Compensation Plan, valid and binding
obligations of ServiceMaster, enforceable in accordance with the terms of the
Deferred Compensation Plan, subject to applicable bankruptcy, moratorium,
insolvency, fraudulent transfer, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equitable principles.
The foregoing opinions are limited to the laws of the State of Illinois
and Delaware General Corporation Law. I express no opinion as to the application
of the securities or blue sky laws of the various states to the issuance or sale
of shares of Common Stock or the Deferred Compensation Obligations.
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement.
Very truly yours,
The ServiceMaster Company
/s/ Jim L. Kaput
Jim L. Kaput
General Counsel
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