<PAGE> 1
EXHIBIT 5
[GREENBERG TRAURIG LETTERHEAD]
October 30, 2000
Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona 85251
RE: REGISTRATION STATEMENT ON FORM S-8
RURAL/METRO CORPORATION
Ladies and Gentlemen:
As legal counsel to Rural/Metro Corporation, a Delaware
corporation (the "Company"), we have assisted in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission on or about October 31,
2000 in connection with the registration under the Securities Act of 1933, as
amended, of 2,000,000 shares of the Company's common stock, par value $.01 per
share, (the "Shares") issuable pursuant to the Company's 2000 Non-Qualified
Stock Option Plan (the "Plan"). The facts, as we understand them, are set forth
in the Registration Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Amended and Restated Articles of Incorporation of the
Company, as filed with the Secretary of State of the State of Delaware, as
amended through the date hereof;
B. The Bylaws of the Company, as amended through the date
hereof;
C. Various resolutions of the Board of Directors of the
Company authorizing the Plan and the issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, it is our opinion that the Shares,
GREENBERG TRAURIG, LLP
ONE EAST CAMELBACK ROAD, SUITE 1100 - PHOENIX, ARIZONA 85012
- TELEPHONE 602-263-2300 - FAX 602-263-2350
FORT LAUDERDALE WEST PALM BEACH ORLANDO TALLAHASSEE BOCA RATON PHOENIX
<PAGE> 2
GREENBERG TRAURIG
Rural/Metro Corporation
October 30, 2000
Page Two
when issued and sold in accordance with the terms of the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of any
laws, orders, or judgments of any state or other jurisdiction other than federal
securities laws and the substantive laws of the State of Delaware. Further, our
opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, LLP
