EXHIBIT 5

                        OPINION OF NAOMI C. DALLOB, ESQ.





                               September 1, 2004


Chemed Corporation
255 E. Fifth Street
2600 Chemed Center
Cincinnati, OH 45202

Dear Sir or Madam:

            In connection with the Registration Statement on Form S-8 to be
filed by Chemed Corporation (the "Corporation") with the Securities and Exchange
Commission covering 700,000 shares of the Corporation's capital stock, par value
$1 per share (the "Capital Stock"), to be issued pursuant to the Corporation's
2004 Stock Incentive Plan (the "Plan"), you have requested me as Vice President
and Secretary to the Corporation to render my opinion with respect to the
matters to which reference is made herein.

            I have examined and am familiar with the Certificate of
Incorporation and By-laws of the Corporation, the minutes of the meetings of its
directors and stockholders, the Plan and the stock incentives to be granted
pursuant thereto.

            Based upon the foregoing, I am of the opinion that the shares of
Capital Stock issued pursuant to the stock incentives granted pursuant to and in
accordance with the terms of the Plan will, when issued in accordance with the
terms of said stock incentives, be validly issued and outstanding, fully paid
and non-assessable shares of Capital Stock of the Corporation.

            I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.

                                     Sincerely,


                                     /s/ Naomi C. Dallob
                                     ------------------------------------------
                                     Naomi C. Dallob
                                     Vice President and Secretary


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