As filed with the Securities and Exchange Commission on September 23, 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
(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 11,429 $49 -1/2 $565,736 $167
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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.
<PAGE>
CINTAS CORPORATION
11,429 shares of Common Stock
--------------------------------------------
This Prospectus relates to 11,429 shares of Common Stock, without par
value, of Cintas Corporation, a Washington corporation ("Cintas" or the
"Company"). These shares are being offered for sale by a certain shareholder of
the Company (the "Selling Shareholder"). See "Selling Shareholder."
The Common Stock may be offered to the public from time to time by the
Selling Shareholder. See "Selling Shareholder." The Company will not receive any
of the proceeds from the sale of the Common Stock by the Selling Shareholder but
will pay certain of the expenses of this offering. The Selling Shareholder will
bear certain costs of this offering, including the commissions and discounts of
any underwriters, dealers and agents and the legal expenses of the Selling
Shareholder. The Common Stock may be sold directly or through underwriters,
dealers or agents in market transactions or privately-negotiated transactions.
See "Plan of Distribution." The Cintas Common Stock is traded in the Nasdaq
National Market under the symbol "CTAS." On September 22, 1998, the closing
sales price of the Cintas Common Stock was $49-5/8.
--------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------
The date of this Prospectus is _________, 1998.
<PAGE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission") under file No. 0- 11399. Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York 10048, and at Northwestern Atrium,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at the address set forth above. In addition, material filed by
the Company can be obtained and inspected at the offices of The Nasdaq Stock
Market, Inc., 1735 K. Street, N.W., Washington, D.C. 20549, on which the
Company's Common Stock is quoted. The Company files its reports, proxy
statements and other information with the Commission electronically, and the
Commission maintains a Web site located at http://www.sec.gov containing such
reports, proxy statements and other information.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(No. 333-_____) filed by the Company with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus omits certain of
the information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the shares offered hereby.
Any statements contained herein concerning the provisions of any documents are
complete in all material respects, and, in each instance, reference is made to
such copy filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference.
THIS MATERIAL CONTAINS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT THAT
INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. IN ADDITION, WHEN WORDS SUCH AS
"ANTICIPATE," "BELIEVE," "COULD," "ESTIMATE," "INTENDS," "EXPECT," "PLAN,"
"WOULD," AND SIMILAR EXPRESSIONS ARE USED, THEY ARE INTENDED TO IDENTIFY THE
STATEMENTS AS FORWARD LOOKING. CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS
THAT ARE NOT HISTORICAL FACTS OR THAT CONCERN EXPECTED FINANCIAL PERFORMANCE,
ONGOING BUSINESS STRATEGIES AND POSSIBLE FUTURE ACTION WHICH THE COMPANY INTENDS
TO PURSUE, CONSTITUTE SUCH FORWARD LOOKING STATEMENTS AND ARE INTENDED TO BE
COVERED BY THE SAFE HARBORS CREATED BY SUCH ACTS. RELIANCE SHOULD NOT BE PLACED
ON FORWARD LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. ANY
FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE MADE. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE ON WHICH THEY ARE MADE. ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS CAN DIFFER MATERIALLY FROM RESULTS
SUGGESTED BY THESE FORWARD LOOKING STATEMENTS BECAUSE OF A VARIETY OF FACTORS
INCLUDING, WITHOUT LIMITATION, THOSE OFFERED IN THIS PROSPECTUS.
<PAGE>
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INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended May 31, 1998.
(2) Form 8-K filed on June 1, 1998.
(3) Registration Statement on Form 8-A, SEC File No. 0-11399, registering the
Company's Common Stock under Section 12 of the Exchange Act, which
describes the class of securities being registered hereunder.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering of the shares offered hereby, shall be
deemed to be incorporated by reference into this Prospectus and to be part
hereof.
Statements contained in the documents incorporated by reference shall be
deemed to be modified and superseded to the extent that statements contained
herein modify or supersede such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT AND SECRETARY OF THE COMPANY, 6800
CINTAS BOULEVARD, CINCINNATI, OHIO 45262, PHONE (513) 459-1200.
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. Revenues received from uniform rental services and non-uniform
rental items, including dust mops, entrance mats and wiping cloths, accounted
for approximately 73% of Cintas' revenues for fiscal 1998. The balance of the
Company's revenues are 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 157 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 seven garment
<PAGE>
- 4 -
manufacturing facilities the Company manufactures 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
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 sales 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, Cincinnati, Ohio 45262; telephone number (513)
459-1200.
SELLING SHAREHOLDER
The 11,429 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby, are offered by Michael V. Sicola (the "Selling
Shareholder"). On August 31, 1998, Cintas consummated the acquisition of
Foothills Safety & Health Supply, Inc. d/b/a Respond First Aid Systems,
Foothills Group, Inc. ("Foothills"). The Selling Shareholder received the 11,429
shares of Cintas Common Stock described in this Prospectus in exchange for his
shares in Foothills.
The Selling Shareholder owns no other shares of Cintas Common Stock other
than those offered under this Prospectus. If the Selling Shareholder sells all
of the shares offered under this Prospectus, he will not own any shares of
Cintas Common Stock.
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
The Company will not receive any proceeds from the shares being sold in
this offering.
PLAN OF DISTRIBUTION
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 (including purchasers) 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. 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
<PAGE>
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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, or by any other legally available means. Any or all of
the shares may be sold or transferred from time to time 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
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 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.
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 Company has agreed to indemnify the Selling Shareholder against certain
liabilities, including liabilities under the Securities Act.
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.
<PAGE>
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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........................ $ 167.00
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
----------
Total................................... $ 5,367.00
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.
The undersigned registrant hereby undertakes 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 securi ties 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 September 23, 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 September 23, 1998
- --------------------------- Directors
*Richard T. Farmer
/s/ Robert J. Kohlhepp Chief Executive Officer September 23, 1998
- --------------------------- and Director (Principal
*Robert J. Kohlhepp Executive Officer)
/s/ Scott D. Farmer President, Chief September 23, 1998
- --------------------------- Operating Officer and
*Scott D. Farmer Director
/s/ Roger L. Howe Director September 23, 1998
- ----------------------------
*Roger L. Howe
- ---------------------------- Director September __, 1998
*John S. Lillard
<PAGE>
/s/ James J. Gardner Director September 23, 1998
- -----------------------------
*James J. Gardner
- ----------------------------- Director September __, 1998
*Donald P. Klekamp
/s/ Gerald V. Dirvin
- ----------------------------- Director September 23, 1998
*Gerald V. Dirvin
/s/ William C. Gale Vice President of Finance September 23, 1998
- ----------------------------- (Principal Financial
*William C. Gale Officer and Principal
Accounting Officer)
TELECOPIER (513) 579-6457
September 23, 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 (the "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 11,429 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
September 23, 1998
2. The corporation has taken all necessary and required corporate actions
in connection with the issuance of 11,429 shares of newly issued Common Stock
and the aforesaid 11,429 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 11,429 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
September 22, 1998
