Exhibit 5
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30084
(404) 873-8500
(404) 873-8501
November 3, 2000
Rollins, Inc.
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the proposed issue and sale
by Rollins, Inc., a Delaware corporation ("Rollins"), of up to 1,800,000 shares
of Rollins common stock (the "Shares"), pursuant to Rollins' 1998 Employee Stock
Incentive Plan (the "Plan") upon the terms and conditions set forth in the
Registration Statement on Form S-8 (the "Registration Statement") filed by
Rollins with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"). We have acted as counsel for Rollins in connection
with the issuance and sale of the Shares by Rollins.
In rendering the opinion contained herein, we have relied in part upon
examination of Rollins' corporate records, documents, certificates and other
instruments and the examination of such questions of law as we have considered
necessary or appropriate for the purpose of this opinion. Based upon the
foregoing, and assuming that the purchase price of each of the Shares will
exceed the par value thereof, we are of the opinion that the Shares have been
duly and validly authorized and when sold in the manner contemplated by the
Plan, and upon receipt by Rollins of payment therefor, and upon issuance
pursuant to a current prospectus in conformity with the Act, they will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Sincerely,
ARNALL GOLDEN & GREGORY, LLP
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