EX-5.1 3 d339089dex51.htm OPINION OF JONATHAN M. GOTTSEGEN, ESQ. Opinion of Jonathan M. Gottsegen, Esq.

Exhibit 5.1

May 1, 2012

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06831

Re: Registration of Securities of United Rentals, Inc.

Ladies and Gentlemen:

In connection with the registration of up to 1,791,359 shares of Common Stock of United Rentals, Inc. a Delaware corporation (the “Company”), par value $0.01 per share (the “Shares”), under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the RSC Holdings, Inc. Amended and Restated Stock Incentive Plan (the “Plan”), you have requested my opinion set forth below.

In my capacity as counsel, I have examined originals or copies of those corporate and other records of the Company I considered appropriate.

On the basis of such examination and my consideration of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and nonassessable.

I consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Respectfully submitted,

/s/    Jonathan M. Gottsegen