<PAGE> 1
EXHIBITS 5
AND 23.1
June 19, 2000
Mail.com, Inc.
11 Broadway, 6th Floor
New York, NY 10004
Re: Registration Statement on Form S-8 of Mail.com, Inc. Relating
to the Issuance of Shares of Class A Common Stock Pursuant
to the Mail.com, Inc. 2000 Stock Option Plan, the Mail.com,
Inc. Supplemental 1999 Stock Option Plan, the Mail.com,
Inc. Supplemental 2000 Stock Option Plan, the Mail.com,
Inc. Employee Stock Purchase Plan (the "Plans") and the
Stock Option Agreements between Mail.com, Inc. and Certain
Individuals (the "Agreements").
Ladies and Gentlemen:
I have acted as counsel to Mail.com, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 7,279,289 shares (the
"Shares") of the Company's Class A Common Stock, par value $0.01 per share, to
be issued pursuant to the provisions of the above-referenced Agreements and
Plans. I have examined such records, documents, statutes and decisions as I have
deemed relevant in rendering this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Act and of State
securities or blue sky laws shall have been complied with, and
(b) the Company's Board of Directors shall have duly
authorized the issuance of such Shares, and
(c) the Shares shall have been duly issued and paid for in an
amount not less than par value of $0.01 per share,
the Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ David Ambrosia
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David Ambrosia, Esq.
