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Exhibit 5
August 4, 2000
Mail.com, Inc.
11 Broadway, 6th Floor
New York, NY 10004
Re: Mail.com, Inc.
780,396 shares of Class A common stock
to be sold pursuant to a Registration Statement
on Form S-3
Ladies and Gentlemen:
I have acted as general counsel to Mail.com, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission of a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933 with respect to
780,396 shares of the Company's Class A common stock, par value $.01 per share
(the "Class A common stock"). The Class A common stock was issued or is
issuable pursuant to (i) a Stock Exchange Agreement dated as of July 25, 2000
between BulletN.net, Inc. and The Company, (ii) a Phone Number Sales and
Transfer Agreement dated July 24, 2000 between Edd Helms Group, Inc., and the
Company, (iii) a Preferred Stock and Warrant Purchase Agreement dated as of July
25, 2000 between Madison Avenue Technology Group, Inc., and the Company and (iv)
the Convertible Promissory Note issuable to Sapient Corporation (each of the
foregoing an "Agreement" and collectively the "Agreements").
In giving this opinion, I have reviewed copies of the Agreements, the
Registration Statement and such other documents and have made such other
inquiries and investigations of law as I have deemed necessary or appropriate
as a basis for the opinion hereinafter expressed. In such review, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the conformity to the original document of all documents submitted to
me as certified or photostatic copies, the authenticity of the originals of
such documents and all documents submitted to me as original documents, the
correctness of all statements of fact contained in all such original documents
and the lack of any undisclosed termination, modification, waiver or amendment
in respect of any document reviewed by me. As to any facts material to this
opinion, I have relied upon statements and representations of officers and
other representatives of the Company.
I am a member of the bar of the State of New York and, for purposes of
this opinion, do not hold myself out as expert on the law of any jurisdiction
other than the State of New York and the United States of America.
Based upon the foregoing, I am of the opinion that the shares of Class
A common stock to be offered and sold pursuant to the Registration Statement
are, or upon issuance in accordance with the terms set forth in the relevant
Agreement and as described in the prospectus included in the Registration
Statement, will be, legally and validly issued, fully paid and nonassessable.
This opinion is delivered to you solely for your use in connection
with the Registration Statement and may not be used or relied upon by you for
any other purpose or by any other person without my prior written consent.
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I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
matters" in the prospectus included in the Registration Statement. In giving
this consent, I do not hereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ David W. Ambrosia
