Exhibit 5


                                   LAW OFFICES


                           DRINKER BIDDLE & REATH LLP
                         SUITE 300, 1000 WESTLAKES DRIVE
                         BERWYN, PENNSYLVANIA 19312-2409
                              Phone (610) 993-2200
                               Fax (610) 993-8585


                                 August 13, 1997


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


Gentlemen:

     We have acted as counsel to Urban Outfitters, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 1,250,000
shares of Common Shares of the Company, par value $.0001 per share (the
"Shares"), issuable upon the exercise of options granted under the Company's
1997 Stock Option Plan (the "Plan").

     In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-Laws, resolutions of its Board of Directors and
shareholders, the Plan, and such other documents and corporate records as we
have deemed appropriate in the circumstances.

     Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the issuance of the Shares by
the Company upon the exercise of stock options properly granted under the Plan
has been duly authorized by the necessary corporate action of the Board of
Directors and shareholders of







the Company, and such Shares, upon exercise of such options and payment therefor
in accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable by the Company.

     The opinions expressed herein are limited to the federal laws of the United
States and the laws of Pennsylvania.

     We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission.

     We advise that Harry S.Cherken, Esquire, a partner in our firm, is a
director of the Company.


                                         Very truly yours,


                                        /s/ DRINKER BIDDLE & REATH LLP
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                                        DRINKER BIDDLE & REATH LLP


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