Exhibit 5.1

	Davis Polk & Wardwell llp  450 Lexington Avenue New York, NY 10017  davispolk.com

Ladies and Gentlemen:

We have acted as counsel to Rent the Runway, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form S-1 (as amended, the “Registration Statement”) and the related prospectus (the “Prospectus”) relating to the Company’s pro rata distribution to its stockholders of transferable rights (the “Rights”) to purchase up to 4,225,352 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”) at a subscription price per share equal to the greater of (i) $3.55, which represents the volume weighted average price of the Company’s Class A Common Stock for the 15-day trading period ending on September 9, 2026 and (ii) the volume weighted average price of the Company’s Class A Common Stock for the 15-day trading period through and including the Record Date (as defined in the Registration Statement) and an aggregate maximum public offering price of up to $15,000,000.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii)  all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (v) all signatures on all documents that we reviewed are genuine, (vi) all natural persons executing documents had and have the legal capacity to do so, (vii) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (viii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, we advise you that, in our opinion:

	Rent the Runway, Inc.

In connection with the opinions expressed above, we have assumed that at or prior to the time of the delivery of any Units, (i) the authorization of the Board of Directors of the Company of the issuance of the Rights and Shares shall not have been modified or rescinded; (ii) the Company shall remain, validly existing as a corporation in good standing under the laws of Delaware; (iii) the Registration Statement shall have become effective and such effectivness shall not have been terminated or rescinded; (iv) each rights certificate to be entered into in connection with the exercise of the Rights has been duly authorized, executed and delivered, and is a valid, binding and enforceable agreement of each party thereto; and (v) there shall not have occurred any change in law affecting the validity or enforceability of the Rights.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company or the Rights solely because such law, rule or regulation is part of a regulatory regime applicable to the Company or any of its affiliates due to the specific assets or business of the Company or such affiliate or (ii) any law, rule or regulation relating to national security.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP