EXHIBIT 5
FACSIMILE (513) 579-6956
August 28, 2000
Direct Dial: (513) 579-6411
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
Gentlemen:
We serve as your general counsel and are familiar with your Articles of
Incorporation, Bylaws and corporate proceedings generally. We have reviewed the
corporate records as to the Cintas Corporation 1999 Stock Option Plan as well as
other documents we have deemed necessary. Based solely upon such examination and
considerations, we are of the opinion:
1. That Cintas Corporation is a duly organized and validly existing
corporation under the laws of Washington; and
2. That Cintas has taken all necessary and required corporate actions in
connection with the proposed issuance of up to 9,000,000 shares of Cintas Common
Stock pursuant to this Plan and the Cintas Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable shares of
Common Stock of the Corporation free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed 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.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ Gary P. Kreider
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Gary P. Kreider
