EXHIBIT 5.1
 
                       [LETTERHEAD OF LATHAM & WATKINS]
 
                                 June 11, 1998
 
Rental Service Corporation
6929 E. Greenway Parkway, Suite 200
Scottsdale, AZ 85254
 
  Re: Registration Statement on Form S-4
 
Ladies and Gentlemen:
 
  In connection with the registration of $200,000,000 aggregate principal
amount of 9% Senior Subordinated Notes due 2008 (the "New Notes") by Rental
Service Corporation, a Delaware corporation (the "Company"), together with the
guarantees of the New Notes pursuant to Article XI of the Indenture (as
defined herein) (the "Subsidiary Guarantees") by RSC Acquisition Corp., RSC
Alabama, Inc., RSC Center, Inc., RSC Duval Inc., RSC Holdings, Inc., RSC
Industrial Corporation, RSC Rents, Inc. and Walker Jones Equipment, Inc.
(collectively, the "Subsidiary Guarantors"), on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") herewith (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The New Notes will be issued pursuant to an indenture
(the "Indenture"), dated as of May 13, 1998, among the Company, the Subsidiary
Guarantors and Norwest Bank Minnesota, N.A., as trustee (the "Trustee"). The
New Notes will be issued in exchange for the Company's outstanding 9% Senior
Subordinated Notes due 2008 (the "Old Notes") on the terms set forth in the
prospectus contained in the Registration Statement and the Letter of
Transmittal filed as an exhibit thereto (the "Exchange Offer").
 
  In our capacity as your special counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
 
  In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us as copies.
 
  We are opining herein as to the effect on the subject transactions only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
 
  Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
 
    1. The New Notes have been duly authorized by all necessary corporate
  action of the Company, and when duly executed, authenticated and delivered
  in accordance with the terms of the Exchange Offer and the Indenture, will
  constitute legally valid and binding obligations of the Company,
  enforceable against the Company in accordance with their terms.
 
    2. Each of the Subsidiary Guarantees has been duly authorized by all
  necessary corporate action of the respective Subsidiary Guarantors, and
  upon due execution, authentication and delivery of the New Notes in
  accordance with the terms of the Exchange Offer and the Indenture, will be
  legally valid and binding obligations of the respective Subsidiary
  Guarantors, enforceable against the Subsidiary Guarantors in accordance
  with their terms.

 
  The opinions rendered in paragraphs 1 and 2 above are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; and (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought.
 
  To the extent that the obligations of the Company and the Subsidiary
Guarantors under the Indenture may be dependent upon such matters, we have
assumed for purposes of this opinion that (i) the Trustee is validly existing
and in good standing under the laws of its jurisdiction of organization; (ii)
the Trustee has been duly qualified to engage in the activities contemplated
by the Indenture; (iii) the Trustee is in compliance generally, and with
respect to acting as Trustee under the Indenture, with all applicable laws and
regulations; and (iv) the Trustee has the requisite organization and other
power and authority to perform its obligations under the Indenture.
 
  We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
 
                                          Very truly yours,
 
                                          /s/ Latham & Watkins