EXHIBIT 3.5 State of Delaware PAGE 1 Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "RAS ACQUISITION CORP.", FILED IN THIS OFFICE ON THE EIGHTH
DAY OF MAY, A.D. 2000, AT 3:30 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/S/ EDWARD J. FREEL
[STATE SEAL] Edward J. Freel, Secretary of State
3224563 8100 AUTHENTICATION: 0425518
001233212 DATE: 05-08-00
CERTIFICATE OF INCORPORATION
RAS ACQUISITION CORP.
I, the undersigned natural person acting as an incorporator of a corporation (hereinafter called the "Corporation")
under the General Corporation Law of the State of Delaware, as amended from time to time, (the "DGCL"), do
hereby adopt the following Certificate of Incorporation for the Corporation:
FIRST: The name of this corporation is RAS Acquisition Corp.
SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle. The name of
the registered agent of the Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage in any and all lawful acts or activity for
which corporations may be organized under the DGCL. The Corporation will have perpetual existence.
FOURTH: The Corporation shall have authority to issue two classes of shares to be designated respectively,
"Common Stock" and "Preferred Stock". The total number of shares, which the Corporation is authorized to
issue, is 50,000,000 shares of which 40,000,000 shall be Common S