"I thought the Waratahs played really well and I thought they deserved to win, but our season is still alive which is nice. We have to play better next week," Rebels coach Dave Wessels said.

Converted tries to Jake Gordon and Jack Dempsey, and a penalty goal to five-eighth Will Harrison, set the tone for a match NSW led throughout the 80 minutes, but the Rebels' refusal to give up and some peerless performances from Matt Toomua and Marika Koroibete kept them in the contest.

A Michael Hooper charge-down on Rebels No.10 Andrew Deegan and Harrison's Superman dive with Hooper's ball in the 74th minute kept hopes alive for NSW but their fate is now out of their hands heading into the bye. They will be ruing some poor early season losses and a disappointing 38-11 defeat to the Brumbies in round eight.

Rebels captain and inside-centre Toomua contributed all the points for his side, kicking an early penalty goal then converting his own try in the 38th minute.

Gordon scored in the seventh minute and Harrison continued his excellent goal-kicking performances this season with the conversion to put NSW out to a 7-3 lead in the 8th minute.

Toomua missed a shot in the 10th minute after some niggle involving several Rebels players and NSW prop Harry Johnson-Holmes.

Dempsey scored in the 23rd minute and Harrison converted the effort, giving NSW an 11-point lead.

The score didn't change for the next 15 minutes but when Waratahs second-rower Ned Hanigan was sin-binned for repeated team infringements in the 37th minute the Rebels made them pay, Toomua steaming onto the ball and grounding it easily. He converted his own effort to make it 14-10 before a penalty goal to Harrison sent NSW in 17-10 leaders.

The Dave Wessels-coached side cleaned things up neatly coming out of the sheds and No.8 Isi Naisarani burrowed over off the back of a maul in the 46th minute, levelling the scores 17-17 after the conversion.

Johnson-Holmes capped an impressive all-round performance with the Waratahs' third try in the 50th minute, burrowing over inside a goal post to finish off some patient NSW attack. Harrison added the extras to put his side back in front at 24-17.

The Rebels attacked relentlessly but had less success converting their territory and pressure to points.

NSW were more clinical though far from perfect. But when Harrison and Hooper combined to feed No.13 Joey Walton into space, the Junior Wallaby didn't waste his shot at a maiden Super Rugby try, bolting clear of defenders to score under the posts in the 56th minute. NSW led 31-17 after a conversion at close range.

NSW were in the ascendancy, and a pressure-relieving turnover five metres out drew huge cheers from the Leichhardt Oval crowd, but the Rebels refused to lie down. Toomua and Koroibete combined to put the winger over in the corner in the 62nd minute. The Test five-eighth added the extras to narrow the gap to seven points but when lock Matt Philip was sin-binned for taking out a lineout jumper in the air, their finals hopes looked dashed.

Waratahs fullback Jack Maddocks looked to have scored in the 67th minute but former teammate Toomua wrapped an arm and held up the grounding and then Naisarani broke through to score four minutes later. Toomua missed the conversion leaving his side trailing 31-29.

Hooper's charge-down and Harrison's maiden Super Rugby try came next, making it 38-29 before Toomua slotted a penalty goal to narrow the gap to six points.