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                                    EXHIBIT 5


                               The Law Offices of
             O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS
                       One East Camelback Road, Suite 1100
                             Phoenix, Arizona 85012

                            Telephone: (602) 263-2400
                               Fax: (602) 263-2900


                                August 28, 1998


Rural/Metro Corporation
8401 East Indian School Road
Phoenix, Arizona  85251

            RE:   REGISTRATION STATEMENT ON FORM S-8
                  RURAL/METRO CORPORATION

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 August 28, 1998 relative
to the registration under the Securities Act of 1933, as amended, of 500,000
shares of the Company's common stock, par value $0.01 per share, (the "Common
Stock") issuable in connection with the Company's contributions to the
Retirement Savings Value Plan 401(k) (the "401(k) Plan"). The shares of Common
Stock issuable are referred to as the "Shares." 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 Second Restated Certificate of Incorporation of the Company,
as filed with the Secretary of State of the State of Delaware as amended through
the date hereof;
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Rural/Metro Corporation
August 28, 1998
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            B. The Bylaws of the Company, as amended through the date hereof;

            C. Resolutions of the Board of Directors of the Company dated August
20, 1998, reserving an aggregate of 500,000 shares of the Company's Common Stock
for issuance in connection with the Company's contributions to the 401(k) Plan;
and

            D. The Registration Statement.

            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, when issued and sold in connection with the 401(k)
Plan, will be validly issued, fully paid and nonassessable.

            Please be advised that we are members of the State Bar of Arizona,
and our opinion is limited to the legality of matters under the laws of the
State of Arizona and the General Corporation 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/  O'Connor, Cavanagh, Anderson,
                                             Killingsworth & Beshears, P.A.