Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-1728
July 26, 2000
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Registration Statement on Form S-3 Filed on July 26, 2000
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed by Automatic Data Processing, Inc. (the
"Company") with the Securities and Exchange Commission on July 26, 2000 pursuant
to the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder (the "Rules"), you have requested that I
furnish you with my opinion as to the legality of the 293,325 shares (the
"Shares") of the Company's common stock, $0.10 par value,which are registered
under the Registration Statement.
In this regard, I have examined originals, or copies authenticated to
my satisfaction, of the Company's Amended and Restated Certificate of
Incorporation, the Company's By-Laws, as amended and restated, and the Company's
records of corporate proceedings. In addition, I have made such other
examinations of law and fact as I considered necessary in order to form a basis
for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that the Shares have been
duly and validly authorized and, when issued, will be fully paid and
non-assessable.
I hereby consent to the use of my name under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement and to the use
of this opinion as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I come within the category of persons whose
consent is required by the Act or Rules.
Very truly yours,
/s/James B. Benson
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James B. Benson
General Counsel
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