EXHIBIT 5








































                          ARNALL GOLDEN & GREGORY
                            55 Park Place, N.W.
                                 Suite 400
                        Atlanta, Georgia 30303-2598


                             February 18, 1994

ROLLINS, INC.
2170 Piedmont Road, N.E.
Atlanta,  Georgia  30324

     Re:  Form S-8 Registration Statement

Gentlemen:

     We have acted as counsel to Rollins, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an offer by the Company of up to 1,200,000
shares of the Company's Common Stock, $1.00 par value (the
"Shares"), pursuant to the Company's 1994 Employee Stock
Incentive Plan ("Plan").

     In acting as counsel to the Company, we have examined and
relied upon such corporate records, documents, certificates and
other instruments and examined such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion.  In addition, we assume that the purchase price per
Share will, in all cases, equal or exceed the par value of a
Share.  Based upon and subject to the foregoing, we advise you
that in our opinion the Shares to be sold pursuant to and in
accordance with the Plan have been duly and validly authorized
and will, upon receipt in full of the purchase price provided in
the Plan and upon issuance pursuant to a current prospectus in
conformity with the Act, be legally issued, fully paid and non-
assessable.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under
the caption "Interests of Named Experts and Counsel" contained
therein and elsewhere in the Registration Statement.  This
consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

                                   Very truly yours,

                                   ARNALL GOLDEN & GREGORY

                                   ARNALL GOLDEN & GREGORY