Attached files
file | filename |
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EX-5.1 - EX-5.1 - CINTAS CORP | a12-13310_3ex5d1.htm |
EX-5.3 - EX-5.3 - CINTAS CORP | a12-13310_3ex5d3.htm |
EX-1.1 - EX-1.1 - CINTAS CORP | a12-13310_3ex1d1.htm |
EX-4.1 - EX-4.1 - CINTAS CORP | a12-13310_3ex4d1.htm |
EX-12.1 - EX-12.1 - CINTAS CORP | a12-13310_3ex12d1.htm |
8-K - 8-K - CINTAS CORP | a12-13310_38k.htm |
Exhibit 5.2
LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
SAMUEL S. LIONEL GRANT SAWYER (1918-1996)
JON R. COLLINS (1923-1987)
RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS DAVID N. FREDERICK RODNEY M. JEAN TODD TOUTON LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH COLLEEN A. DOLAN JENNIFER A. SMITH DAN R. REASER PAUL E. LARSEN ALLEN J. WILT LYNN S. FULSTONE |
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RORY J. REID DAN C. McGUIRE JOHN E. DAWSON FRED D. PETE GIBSON, III CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATTHEW E. WATSON JOHN M. NAYLOR WILLIAM J. McKEAN ELIZABETH BRICKFIELD GREGORY R. GEMIGNANI LINDA M. BULLEN LAURA J. THALACKER DOREEN SPEARS HARTWELL LAURA K. GRANIER MAXIMILIANO D. COUVILLIER III ERIN FLYNN JENNIFER ROBERTS MARK A. CLAYTON |
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1100 BANK OF AMERICA PLAZA
50 WEST LIBERTY STREET
RENO, NEVADA 89501
(775) 788-8666
FAX (775) 788-8682
lsc@lionelsawyer.com
www.lionelsawyer.com
June 7, 2012
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MICHAEL D. KNOX MEREDITH L. MARKWELL RICHARD T. CUNNINGHAM MATTHEW R. POLICASTRO JENNIFER J. DiMARZIO PEARL L.GALLAGHER LUCAS J. TUCKER CHRISTOPHER WALTHER KEVIN J. HEJMANOWSKI KETAN D. BHIRUD ROBERT W. HERNQUIST
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COURTNEY MILLER OMARA BRIAN H. SCHUSTERMAN MOHAMED A. IQBAL, JR. MARK J. GARDBERG JAMES B. GIBSON JING ZHAO JOHN D. TENNERT MARLA J. DaVEE STEVEN C. ANDERSON RYAN A. ANDERSEN KATHERINE L. HOFFMAN |
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OF COUNSEL A. WILLIAM MAUPIN RICHARD J. MORGAN* ELLEN WHITTEMORE CHRISTOPHER MATHEWS
*ADMITTED IN CA ONLY
WRITERS DIRECT DIAL NUMBER (775) 788-8654 CDOLAN@LIONELSAWYER.COM |
Cintas Corporation No. 2
Cintas Corporation No. 3
Cintas Corporation No. 8
Cintas Corporation No. 15
c/o Cintas Corporation No. 2
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH 45262-5737
Re: The Notes and Guarantees (as defined below)
Ladies and Gentlemen:
We have acted special Nevada counsel for Cintas Corporation No. 2, a Nevada corporation (the Company), Cintas Corporation No. 3, a Nevada corporation (Cintas 3), Cintas Corporation No. 8, a Nevada corporation (Cintas 8), and Cintas Corporation No. 15, a Nevada corporation (Cintas 15 and together with Cintas 3 and Cintas 8, the Guarantors), in connection with the offering by the Company of $250,000,000 aggregate principal amount of 3.25% Senior Notes due 2022 (collectively, the Notes), which Notes will be guaranteed by the Guarantors (the Guarantees), as contemplated by a prospectus filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, with the Securities and Exchange Commission (the Commission), on July 31, 2009, as such prospectus has been supplemented by the Prospectus Supplement filed June 5, 2012 (Registration No. 333-160926), with the Commission.
In connection with this Opinion Letter, we have reviewed the Notes and the Guarantees. We have examined originals or copies of such corporate records and certificates of public officials as we have deemed necessary or advisable for purposes of this opinion. We have relied upon the certificates of all public and corporate officials with respect to the accuracy of all matters contained therein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Notes or the Guarantees.
LAS VEGAS OFFICE: 1700 BANK OF AMERICA PLAZA, 300 SOUTH FOURTH STREET · LAS VEGAS, NEVADA 89101 · (702) 383-8888 · FAX (702) 383-3345
CARSON CITY OFFICE: 410 SOUTH CARSON STREET · CARSON CITY, NEVADA 89701 · (775) 841-2115 · FAX (775) 841-2119
LIONEL SAWYER & COLLINS |
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ATTORNEYS AT LAW |
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June 7, 2012
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Based on and subject to the foregoing and the qualifications, limitations, exceptions and assumptions set forth below, it is our opinion that:
1. The Company and the Guarantors are corporations existing and in good standing under Nevada law.
2. The Company (a) has the corporate power to execute and deliver the Notes and perform its obligations thereunder and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Notes.
3. Each of the Guarantors (a) has the corporate power to execute and deliver the Guarantee to which it is a party and to perform its obligations thereunder and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of its Guarantee.
4. The Notes have been duly authorized by the Company.
5. The Guarantees have been authorized by all necessary corporate action of the Guarantors.
Nothing herein shall be deemed an opinion as the laws of any jurisdiction other than the State of Nevada.
We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K dated the date hereof filed by Cintas Corporation and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-160926), filed to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the Act). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. We disclaim liability as an expert under the securities laws of the United States or any other jurisdiction.
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Very truly yours, |
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/s/ Lionel Sawyer & Collins |
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LIONEL SAWYER & COLLINS |