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EXHIBIT 5
Frost Brown Todd LLC Letterhead
November 8, 2000
Res-Care, Inc.
10140 Linn Station Road
Louisville, Kentucky 40223-3813
Re: 2000 Stock Option and Incentive Compensation Plan
2000 Nonemployee Directors Stock Ownership Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Res-Care, Inc. (the "Company") in
connection with the registration of 1,000,000 shares (the "Shares") of the
Company's common stock covered by the Form S-8 Registration Statement filed by
the Company pursuant to the Securities Act of 1933, as amended (the "Act"), to
which this opinion is an exhibit. Of these Shares, 900,000 Shares may be issued
pursuant to the Company's 2000 Stock Option and Incentive Compensation Plan and
100,000 Shares may be issued pursuant to the Company's 2000 Nonemployee
Directors Stock Ownership Incentive Plan (together, the "Plans").
As such counsel, we have examined originals, or copies certified to our
satisfaction, of the Plans, the Company's Articles of Incorporation and Bylaws,
such agreements, documents, certificates and other statements of government
officials and corporate officers and representatives, and other papers as we
have deemed relevant and necessary as a basis for our opinion. In such
examination we have assumed the genuineness of all documents submitted to us as
originals and the conformity with the original document of documents submitted
to us as copies. In addition, as to matters of fact only, we have relied, to the
extent we deemed such reliance proper, upon certificates and other written
statements of public officials and corporate officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance in accordance with the
terms of the Plans, and when the Shares are issued, delivered and paid for, in
accordance with the terms of the applicable Plan, they will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement, including amendments thereto.
Very truly yours,
FROST BROWN TODD LLC
/s/ Alan K. MacDonald
Alan K. MacDonald, Member
