<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5.txt
<DESCRIPTION>OPINION
<TEXT>

                                                                      EXHIBIT 5


                             [Chemed Letterhead]


                                                                 May 20, 2004


Ladies and Gentlemen:

     I have acted as counsel to Chemed Corporation, a Delaware corporation
(the "Company"), in connection with the filing of the Registration Statement
on Form S-4 (the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission"), relating to the issuance by the Company of
$150,000,000 aggregate principal amount of the Company's 8 3/4% Senior Notes
due 2011 (the "New Notes") registered under the Securities Act in exchange for
a like principal amount of the Company's outstanding unregistered 8 3/4%
Senior Notes due 2011 (the "Original Notes"). The New Notes are issuable under
an Indenture dated as of February 24, 2004 (the "Indenture"), between the
Company, as issuer and LaSalle Bank National Association, as trustee (the
"Trustee").

     In that connection, I have reviewed and examined the Indenture and such
certificates, documents, corporate records and other instruments as in my
judgment is necessary or appropriate to enable me to render the opinions
expressed below. I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity
to original documents of all documents submitted to me as copies.

     Based on the foregoing, I am of the opinion as follows:

     1. The Indenture has been duly authorized, executed and delivered by the
Company. The Indenture constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting creditors' rights
generally from time to time in effect and to general principles of equity,
including concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether such enforceability is considered in a
proceeding in equity or at law).

     2. The Company has duly authorized the execution of the New Notes. The
New Notes, when executed, issued and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Original Notes,
will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect and subject,
as to enforceability, to general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law).


<PAGE>



     This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby
consent to the filing of this opinion with the Commission as Exhibit 5 to the
Registration Statement.

                                           Very truly yours,

                                            /s/  NAOMI C. DALLOB
                                           Naomi C. Dallob
                                           Vice President and Secretary



</TEXT>
</DOCUMENT>
