Exhibit 5.1
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 JONESDAY.COM
May 3, 2022
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH 45262-5737
| Re: | $400,000,000 of 3.450% Senior Notes due 2025 of Cintas Corporation No. 2 |
$800,000,000 of 4.000% Senior Notes due 2032 of Cintas Corporation No. 2
Ladies and Gentlemen:
We have acted as counsel for Cintas Corporation, a Washington corporation (the Parent), Cintas Corporation No. 2, a Nevada corporation (the Issuer), Cintas Corporation No. 3, a Nevada corporation (together with the Parent, the Non-Covered Guarantors), and Cintas Corporate Services, Inc., an Ohio corporation (the Covered Guarantor), in connection with the issuance and sale of $400,000,000 aggregate principal amount of the Issuers 3.450% Senior Notes due 2025 (the 2025 Notes) and $800,000,000 aggregate principal amount of the Issuers 4.000% Senior Notes due 2032 (together with the 2025 Notes, the Notes), and the full and unconditional guarantee of the Notes (the Guarantees) by the Non-Covered Guarantors and the Covered Guarantor (collectively, the Guarantors), pursuant to the Underwriting Agreement, dated April 26, 2022, by and among the Issuer, the Guarantors and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein. The Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of May 28, 2002 (the Base Indenture), by and among the Parent, the Issuer, the Guarantors party thereto and U.S. Bank Trust Company, National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the Trustee), as amended and supplemented by the First Supplemental Indenture, dated as of November 8, 2010 (together with the Base Indenture, the Indenture), by and among the Issuer, the Covered Guarantor and the Trustee, with the terms of the Notes established pursuant to Officers Certificates, each dated May 3, 2022.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(1) The Notes constitute valid and binding obligations of the Issuer.
(2) The Guarantees constitute valid and binding obligations of the Guarantors.
For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
Cintas Corporation
May 3, 2022
Page 2
In rendering the foregoing opinions, we have assumed that (i) each of the Issuer and the Non-Covered Guarantors is a corporation existing and in good standing (or its equivalent) under the laws of its respective jurisdiction of incorporation (each, a Jurisdiction), (ii) the Notes or the Guarantees, as applicable, have been (A) authorized by all necessary corporate action of the Issuer and each of the Non-Covered Guarantors and (B) executed and delivered by the Issuer and each of the Non-Covered Guarantors under the laws of the applicable Jurisdiction and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Notes or the Guarantees, as applicable, by the Issuer and each of the Non-Covered Guarantors do not violate or conflict with the laws of the applicable Jurisdiction or the terms and provisions of the articles of incorporation or bylaws of the Issuer and each of the Non-Covered Guarantors, as applicable.
The opinions expressed herein are limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors rights generally; and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Issuer and the Guarantors, and others. The opinions expressed herein are limited to the laws of the State of New York and the laws of the State of Ohio, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Parent and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-240362) (the Registration Statement), filed by the Issuer and the Guarantors to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of the Registration Statement. 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 Securities and Exchange Commission promulgated thereunder.
| Very truly yours,
/s/ Jones Day |