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                                                                  EXHIBIT 5.1


                                [WSM LETTERHEAD]


_______, 2001

Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas  75024

         Re:      Rent-A-Center, Inc. - Registration Statement on Form S-3
                  (File No. 333-58302)

Ladies and Gentlemen:

         We have acted as counsel for Rent-A-Center, Inc., a Delaware
corporation (the "COMPANY"), in connection with the registration statement on
Form S-3 and the amendments thereto (the "REGISTRATION STATEMENT") filed by the
Company with the Securities and Exchange Commission (the "COMMISSION") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the offering
and sale by the Company of 1,150,000 shares (including the 150,000 shares
subject to the over-allotment option granted by the Company, the "PRIMARY
SHARES") of the Company's common stock, par value $.01 per share (the "COMMON
STOCK"), and by J. Ernest Talley, Mark E. Speese and Talley Partners, Ltd. (the
"SELLING STOCKHOLDERS") of 2,530,000 shares (including the 330,000 shares
subject to the over-allotment option, the "SECONDARY SHARES") pursuant to the
terms of the underwriting agreement (the "UNDERWRITING AGREEMENT") to be
executed by the Company, the Selling Stockholders, Morgan Stanley Dean Witter,
Bear, Stearns & Co. Inc., Lehman Brothers Inc. and The Robinson-Humphrey
Company, LLC, as representatives of the underwriters listed on Schedule I to
such agreement (the "UNDERWRITERS").

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of our opinion, including: (i) the Registration Statement; (ii) the
form of the Underwriting Agreement filed as Exhibit 1.1 to the Registration
Statement; (iii) the Amended and Restated Certificate of Incorporation of the
Company; (iv) the Amended and Restated Bylaws of the Company; and (v) certain
resolutions adopted by the Finance Committee of the Board of Directors of the
Company and the Board of Directors of the Company,


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Rent-A-Center, Inc.
___ ___, 2001
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in each case relating to the Registration Statement, the issuance and sale of
the Primary Shares, the issuance of the Secondary Shares and related matters.

         Based on the foregoing and subject to the qualifications set forth
herein, we are of the opinion that:

         (i) The Primary Shares have been duly and validly authorized and, when
issued and delivered by the Company, and paid for by the Underwriters in
accordance with the terms of the Underwriting Agreement, will be validly issued,
fully paid and nonassessable; and

         (ii) The Secondary Shares have been duly and validly authorized and are
validly issued, fully paid and nonassessable.

         Our opinions herein are limited in all respects to the General
Corporation Law of the State of Delaware, which includes those statutory
provisions as well as all applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such laws, and the federal laws of
the United States of America, and we do not express any opinion as to the
applicability of or the effect thereon of the laws of any jurisdiction. We
express no opinion as to any matter other than as set forth herein, and no
opinion may be inferred or implied herefrom.

         We are aware that we are referred to under the heading "Legal Matters"
in the prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name therein and the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.


                                         Very truly yours,