Urban Outfitters Inc – ‘S-8’ on 8/3/99 – EX-5

On:  Tuesday, 8/3/99   ·   Effective:  8/3/99   ·   Accession #:  950115-99-1049   ·   File #:  333-84333

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                 8     35K 
 2: EX-5        Opinion of Counsel                                     2±     9K 
 3: EX-23.1     Accountant's Consent                                   1      5K 
 4: EX-24       Powers of Attorney                                     1      9K 

EX-5   —   Opinion of Counsel

                                                                       Exhibit 5

 LAW OFFICES

DRINKER BIDDLE & REATH LLP
A PENNSYLVANIA LIMITED PARTNERSHIP
 SUITE 300, 1000 WESTLAKES DRIVE
 BERWYN, PENNSYLVANIA 19312-2409
Phone (610) 993-2200
Fax (610) 993-8585

August 3, 1999

Urban Outfitters, Inc.                                                          
1809 Walnut Street                                                              
Philadelphia, PA 19103                                                          

Gentlemen: We have acted as counsel to Urban Outfitters, Inc. (the    
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under   
the Securities Act of 1933 (the "Registration Statement") relating to 100,000   
Common Shares of the Company, par value $.000l per share (the "Shares"),        
issuable pursuant to the Company's 401(k) Savings Plan (the "Plan").            

In that capacity, we have reviewed originals or copies, certified or  
otherwise identified to our satisfaction, of the Company's Articles of          
Incorporation and By-Laws, each as amended through the date hereof, resolutions 
of its Board of Directors, the Plan, and such other documents and corporate     
records as we have deemed appropriate in the circumstances.                     

 In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the          
genuineness of signatures, the authenticity of documents submitted to us as     
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and  
other information made available to us by the Company.                          

   Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that upon the issuance of the Shares
by the Company in accordance with the terms of the Plan, the Shares will be     
validly issued, fully paid and nonassessable.                                   

   The opinions expressed herein are limited to the Business Corporation Law
of the Commonwealth of Pennsylvania.                                            

     Please be advised that Harry S. Cherken, Jr., a director of the Company, is
a partner in our firm. Mr. Cherken owns 6,000 of the Company's Common Shares and
options to buy 62,000 of the Company's Common Shares.                           

We hereby consent to the use of this opinion as an exhibit to the     
Registration Statement. In giving this consent we do not admit that we come     
within the categories of persons whose consent is required under Section 7 of   
the Securities Act of 1933, as amended.                                         

                         Very truly yours,

                                      /s/ DRINKER BIDDLE & REATH LLP
                                          --------------------------
                                          DRINKER BIDDLE & REATH LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		8/3/99		None on these Dates
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