MARK A. WEISS
DIRECT DIAL: (513) 579-6955
FACSIMILE: (513) 579-6956
E-MAIL: [email protected]
June 14, 2000
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 593,029 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;
2. Cintas Corporation has taken all necessary and required corporate
actions in connection with the issuance of 593,029 shares of newly issued Common
Stock and the aforesaid 593,029 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.
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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.
Sincerely yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ Mark A. Weiss
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Mark A. Weiss
