Exhibit 5

	New York Menlo Park Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong

Davis Polk & Wardwell LLP      212 450 4000 tel

450 Lexington Avenue            212 701 5800 fax

New York, NY 10017      

January 27, 2017

REV Group, Inc.

111 East Kilbourn Avenue, Suite 2600

Milwaukee, WI 53202

Ladies and Gentlemen:

We have acted as special counsel to REV Group, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 11,500,819 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share, issuable pursuant to the Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (also known as the REV Group, Inc. 2010 Long-Term Incentive Plan) and the REV Group, Inc. 2016 Omnibus Incentive Plan (each, a “Plan”).

We have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering this opinion.

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to any applicable Plan upon receipt by the Company of the payment therefor, will be validly issued, fully paid and non-assessable.

We are members of the Bar of New York, and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

We consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,

/s/ Davis Polk & Wardwell LLP