As filed with the Securities and Exchange Commission on November 17, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CINTAS CORPORATION
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(Exact name of registrant as specified in its charter)
WASHINGTON 31-1188630
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to the public: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Shares to Be to Be Aggregate Price Aggregate Registration
Registered Registered Per Unit* Offering Price* Fee
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Common Stock 263,543 $54-7/8 $14,461,923 $4,021
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*Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
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CINTAS CORPORATION
263,543 shares of Common Stock
--------------------------------------------
The shareholder of Cintas Corporation described below is offering and
selling 263,543 shares of Cintas Common Stock.
The Selling Shareholder obtained his shares of Cintas stock on November 2,
1998 in exchange for Standard Uniform Service, Inc.
The Selling Shareholder may offer his Cintas stock through public or
private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
Cintas stock is traded on the Nasdaq National Market under the symbol
"CTAS." On November 16, 1998, the closing price of one share of Cintas stock on
the Nasdaq National Market was $55-1/2.
--------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------------
The date of this Prospectus is _________, 1998.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them. This Prospectus incorporates important business and financial
information about Cintas which is not included in or delivered with this
Prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the Quarterly Report on Form 10-Q for the quarter ended August 31, 1998, the
Annual Report on Form 10-K for the year ended May 31, 1998, the Form 8-K filed
on June 1, 1998 and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities.
You may obtain a copy of these filings without charge, by writing or
telephoning us at the following address:
David T. Jeanmougin
Senior Vice President and Secretary
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of those documents. If you would like to request documents from us,
please do so by five business days before you have to make an investment
decision.
THIS PROSPECTUS AND THE DOCUMENTS "INCORPORATED BY REFERENCE" AS DISCUSSED
UNDER "WHERE YOU CAN FIND MORE INFORMATION" CONTAIN FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF FEDERAL SECURITIES LAW. SUCH STATEMENTS CAN BE IDENTIFIED
BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT,"
"ANTICIPATE," "ESTIMATE," "CONTINUE" OR OTHER SIMILAR WORDS. THESE STATEMENTS
DISCUSS FUTURE EXPECTATIONS, CONTAIN PROJECTIONS OF RESULTS OF OPERATIONS OR OF
FINANCIAL CONDITION OR STATE OTHER "FORWARD-LOOKING" INFORMATION. ALTHOUGH
MANAGEMENT BELIEVES THAT THE EXPECTATIONS REFLECTED IN ITS FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, THERE ARE CERTAIN FACTORS SUCH
AS GENERAL ECONOMIC CONDITIONS, LOCAL REAL ESTATE CONDITIONS, OR WEATHER
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CONDITIONS THAT MIGHT CAUSE A DIFFERENCE BETWEEN ACTUAL RESULTS AND THOSE
FORWARD-LOOKING STATEMENTS. WHEN CONSIDERING SUCH FORWARD-LOOKING STATEMENTS,
YOU SHOULD KEEP IN MIND THE RISK FACTORS AND OTHER CAUTIONARY STATEMENTS IN THIS
PROSPECTUS.
THE COMPANY
Cintas is a leader in the uniform rental and sales business and has
particular expertise in designing, planning and implementing corporate identity
uniform programs. The Company concentrates on uniform rental services and custom
uniform sales. Cintas received 73% of its revenues for fiscal 1998 from uniform
rental services and non-uniform rental items, including dust mops, entrance mats
and wiping cloths. The balance of the Company's revenues were derived from
custom uniform sales, the sale of first aid and safety products, consumable
cleanroom supplies and sales of related items. The Company provides uniform and
related rental products and services through a network of 159 rental locations
and six cleanroom facilities and sells uniforms to national customers through
distribution centers located in Cincinnati, Ohio, Reno, Nevada, Montgomery,
Alabama and Chicago, Illinois. At its nine garment manufacturing facilities the
Company manufac tures a substantial portion of the uniform trousers and uniform
shirts supplied to its customers. First aid and safety products are sold to
industrial users either directly from Cintas or Cintas subsidiaries or through
independent distributors.
During the past five years, Cintas has made several acquisitions which
significantly affected the Company's revenues and net income. These acquisitions
were completed using cash, seller-financing, Cintas Common Stock or a
combination of these methods. The Company intends to continue to expand, through
both internal growth, including the establishment of operations in new
geographic areas, and by continuing its acquisition program of both uniform
rental and sale companies and companies that engage in the sale and distribution
of first aid and safety products.
Cintas was incorporated under the laws of the State of Washington in 1986
and is the successor to a business begun in 1929. Its executive offices are
located at 6800 Cintas Boulevard, Mason, Ohio 45040; telephone number (513)
459-1200.
SELLING SHAREHOLDER
The 263,543 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby, are offered by Ronald S. Reich. On November 2,
1998, Cintas consummated the acquisition of Standard Uniform Service, Inc. Mr.
Reich received the 263,543 shares of Cintas Common Stock described in this
Prospectus in exchange for his shares in Standard Uniform Service, Inc.
The Selling Shareholder owns no other shares of Cintas Common Stock other
than those offered under this Prospectus. If Mr. Reich sells all of the shares
offered under this Prospectus, he will not own any shares of Cintas Common
Stock.
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Shares acquired by gift from the shares owned by the Selling Shareholder
may also be sold pursuant to the Prospectus by any such donee. This Prospectus
may also be used by transferees, assignees, distributees and pledgees of the
Selling Shareholder.
USE OF PROCEEDS
Cintas will not receive any proceeds from the shares being sold in this
offering.
PLAN OF DISTRIBUTION
The Company is registering the shares offered hereby on behalf of the
Selling Shareholder. The Company has been advised by the Selling Shareholder
that he may sell or transfer all or a portion of the shares offered hereby from
time to time to third parties directly or by or through brokers, dealers, agents
or underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholder and/or from
purchasers of the shares for whom they may act as agent. However, the Selling
Shareholder has advised the Company that he has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of his securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sales or transfers of shares by the
Selling Shareholder. Such sales and transfers of the shares may be effected from
time to time in one or more transactions on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale, at negotiated prices, or without consideration, through put or call
options transactions relating to the shares, through short sales of shares or a
combination of such methods of sale, or by any other legally available means.
The term, "Selling Shareholder" includes donees, pledgees and assignees in
interest selling shares from the named Selling Shareholder after the date of
this prospectus. Any or all of the shares may be sold or transferred from time
to time by the Selling Shareholder by means of (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) through the writing of options on the shares; (e) pledges as collateral to
secure loans, credit or other financing arrangements and any subsequent
foreclosure, if any, thereunder; (f) gifts, donations and contributions; and (g)
any other legally available means. The aggregate net proceeds to the Selling
Shareholder from the sale of the shares will be the purchase price of such
shares less any commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
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the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholder and any brokers, dealers, agents or underwriters
that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Because the Selling Shareholder may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholder will be subject to the prospectus delivery requirements of
the Securities Act, which may include delivery through the facilities of the
Nasdaq National Market. Additionally, the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to sales by the
Selling Shareholder in the market.
No underwriter, broker, dealer or agent has been engaged by the Company in
connection with the distribution of the shares.
Any shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Shareholder
will sell any of the shares. The Selling Shareholder may transfer, devise or
gift shares by other means not described herein.
The Company will pay all of the expenses incident to the registration of
the shares, other than underwriting discounts and selling commissions, if any.
The Selling Shareholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities under the Securities Act.
Upon the Company being notified by the Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. The supplement will disclose (i) the name of each such selling
shareholders and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such shares will be sold, (iv) the
commissions to be paid or discounts or concessions to be allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction. A
supplement to this prospectus will be filed if the Company is notified by the
Selling Shareholder that a donee or pledgee intends to sell more than 500
shares.
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LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Donald
P. Klekamp, a Director of the Company, is a partner. Members of that firm
beneficially own 307,934 shares of Cintas Common Stock.
EXPERTS
The consolidated financial statements of Cintas Corporation incorporated by
reference in Cintas Corporation's Annual Report on Form 10-K for the year ended
May 31, 1998, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon incorporated by reference therein and
incorporated herein by reference in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such informa tion or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Cintas since the date hereof or that the information herein is
correct as of any time subsequent to its date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of estimated expenses in connection with the
issuance and distribution of the securities being registered, with the exception
of underwriting discounts and commissions:
Registration Fee ....................... $ 4,021.00
Printing costs.......................... 500.00
Legal fees and expenses................. 3,000.00
Accounting fees and expenses............ 1,500.00
Blue sky fees and expenses.............. 100.00
Miscellaneous........................... 100.00
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Total................................... $ 9,221.00
All of the above expenses other than the Registration fee are estimates.
All of the above expenses will be borne by Cintas.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Washington Business Corporation Act, Section 23A.08.025, allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful. Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in
proceedings in which the person shall have been adjudged to be liable to the
Corporation. Indemnifications are to be made by a majority vote of a quorum of
disinterested directors or the written opinion of independent counsel or by the
Shareholders.
Article V of the Registrant's By-Laws provides that indemnification shall
be extended to any of the persons described above to the full extent permitted
by the Washington Business Corporation Act.
<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
- ------------ ---------------------------------------------------
5 Opinion re: Legality
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5)
24 Power of Attorney (contained on the signature page)
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 15 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
<PAGE>
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from Registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offering therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on November 17, 1998.
CINTAS CORPORATION
BY: /s/ Robert J. Kohlhepp
----------------------------------
Robert J. Kohlhepp,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The persons whose names appear with an
asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or
either of them, as attorney-in-fact to sign all amendments including any
post-effective amendments to this Registration Statement as well as any related
registration statement (or amendment thereto) filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933.
Signature Title Date
--------- ----- ----
/s/ Richard T. Farmer
- ---------------------------- Chairman of the Board of November 17, 1998
*Richard T. Farmer Directors
/s/ Robert J. Kohlhepp
- ---------------------------- Chief Executive Officer November 17, 1998
*Robert J. Kohlhepp and Director (Principal
Executive Officer)
/s/ Scott D. Farmer
- ---------------------------- President, Chief November 17, 1998
*Scott D. Farmer Operating Officer and
Director
/s/ Roger L. Howe
- ---------------------------- Director November 17, 1998
*Roger L. Howe
/s/ John S. Lillard
- ---------------------------- Director November 17, 1998
*John S. Lillard
<PAGE>
/s/ James J. Gardner
- ---------------------------- Director November 17, 1998
*James J. Gardner
- ---------------------------- Director November __, 1998
*Donald P. Klekamp
- ---------------------------- Director November __, 1998
*Gerald V. Dirvin
/s/ William C. Gale
- ---------------------------- Vice President of Finance November 17, 1998
*William C. Gale (Principal Financial
Officer and Principal
Accounting Officer)
TELECOPIER (513) 579-6457
November 17, 1998
Direct Dial: (513) 579-6560
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
Gentlemen:
We serve as your General Counsel and are familiar with your Articles of
Incorporation, By-laws and corporate proceedings. On this basis, we have made an
examination as to:
1. The organization of Cintas Corporation;
2. The legal sufficiency of all corporate proceedings of the Corporation in
connection with the authorization and issuance of all presently outstanding and
issued Common Stock of the Corporation; and
3. The legal sufficiency of all corporate proceedings taken in connection
with the authorization of the issuance of 263,543 shares of Common Stock to be
included in a Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission.
Based upon such examination, we are of the opinion that:
1. Cintas Corporation is a duly organized and validly existing corporation
under the laws of the State of Washington;
<PAGE>
Cintas Corporation
Page 2
November 17, 1998
2. Cintas Corporation has taken all necessary and required corporate
actions in connection with the issuance of 263,543 shares of newly issued Common
Stock and the aforesaid 263,543 shares of Common Stock are validly authorized,
legally issued, fully paid and nonassessable shares of Common Stock of the
Corporation free of any preemptive rights.
We hereby consent to be named in the aforesaid Registration Statement and
the Prospectus part thereof as the attorneys who will pass upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement and furthermore consent
to references made to this firm in the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ Robert E. Coletti
--------------------------------
Robert E. Coletti
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Cintas Corporation
for the registration of 263,543 shares of its common stock and to the
incorporation by reference therein of our report dated July 2, 1998, with
respect to the consolidated financial statements of Cintas Corporation
incorporated by reference in its Annual Report on Form 10-K, for the year ended
May 31, 1998 and the related financial schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
November 13, 1998
