The institutions that constitute a rebel government have long been understood and evaluated in comparable terms to those of a state government, the only difference being orientation (i.e. against versus on behalf of the state). Similarly, the doctrine underpinning modern state-building and counterinsurgency campaigns, repurposed in Syria in the service of a “good” rebellion, has emphasized the import of rationalized governance in winning the population’s support, its “hearts and minds.” In this chapter, we consider the limits of employing rational legitimacy as a conceptual outcome and offer our own – institutional closeness – as a theoretical alternative with distinct analytical possibilities for the study of insurgent rule.