Exhibit 5.1

                  [Letterhead of Drinker Biddle & Reath LLP]

March 13, 2002

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

Ladies and Gentlemen:

    We have acted as counsel to Urban Outfitters, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the public offering of: (i) up to 1,550,000 common shares, par
value $.0001 per share, of the Company (the "Common Shares") by the Company,
and (ii) up to 450,000 Common Shares by certain directors and officers of the
Company (collectively, the "Selling Shareholders"), plus (iii) up to an
additional 200,000 Common Shares to cover over-allotments, of which up to
50,000 Common Shares are to be issued by the Company and the remainder are to
be sold by the Selling Shareholders, in each case as provided in the
Registration Statement.

    In that connection, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated Articles
of Incorporation of the Company, the Amended and Restated By-laws of the
Company, resolutions of the Company's Board of Directors, and such other
documents and corporate records relating to the Company and the issuance of the
Common Shares to be sold pursuant to the Registration Statement as we have
deemed appropriate. This opinion is based exclusively on the laws of the
Commonwealth of Pennsylvania.

    On the basis of the foregoing, we are of the opinion that the Common Shares
to be sold by the Selling Shareholders have been validly issued and are fully
paid and non-assessable by the Company under the laws of the Commonwealth of
Pennsylvania, and the Common Shares to be issued by the Company have been
validly authorized for issuance and, when issued and paid for in the manner
described in the Registration Statement, will have been validly issued, fully
paid and non-assessable by the Company under the laws of the Commonwealth of
Pennsylvania.

    We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement and to the
filing 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