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Exhibit 5
July 11, 2000
Mail.com, Inc.
11 Broadway, 6th Floor
New York, NY 10004
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement"), being filed by the Company
contemporaneously herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering (i) $100,000,000 aggregate
principal amount of the Company's 7.00% Convertible Subordinated Notes due 2005
(the "Notes") and (ii) the shares of Class A common stock, par value $.01 per
share, of the Company issuable upon conversion of such Notes (the "Shares"). The
Notes and the Shares registered by the Registration Statement are to be offered
for the respective accounts of the holders thereof.
In that connection, I have reviewed:
(a) the amended and restated certificate of incorporation, as amended,
of the Company;
(b) the bylaws of the Company;
(c) an executed copy of the Indenture dated as of January 26, 2000 by
and between the Company and American Stock Transfer & Trust
Company, as Trustee;
(d) the Registration Agreement dated as of January 26, 2000 by and
between the Company, Salomon Smith Barney Inc., PaineWebber
Incorporated, SG Cowen Securities Corporation and Sands Brothers &
Co., Ltd.;
(e) the Registration Statement; and
(f) corporate proceedings relating to the authorization of the Notes
and the Shares, and such other instruments and documents as I
deemed relevant under the circumstances.
In addition, I have reviewed the originals or copies certified or
otherwise identified to my satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and I have
made such investigations of law, as I have deemed appropriate as a basis for the
opinion expressed below.
In such review, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals and the conformity to the originals of all
documents submitted as copies and the authenticity of the originals of such
copies. In addition, I have assumed and have not verified (i) the accuracy as to
factual matters of each document I have
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reviewed, (ii) that the Notes conform to the specimen thereof that I have
reviewed and (iii) that the certificates representing the Shares conform to the
specimen thereof that I have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is my opinion that:
1. The execution and delivery of the Notes have been duly authorized by
all necessary corporate action of the Company, and the Notes have been duly
executed and delivered by the Company and are the legal, valid and binding
obligations of the Company, entitled to the benefits of the Indenture; and
2. The Shares into which the Notes are convertible at the initial
conversion price have been duly authorized by all necessary corporate action of
the Company and reserved for issuance upon conversion and, upon issuance thereof
on conversion of the Notes in accordance with the Indenture and the terms of the
Notes at conversion prices at or in excess of the par value of such Shares, will
be validly issued, fully paid and nonassessable.
Insofar as the foregoing opinion relates to the validity, binding effect
or enforceability of any agreement or obligation of the Company, (a) I have
assumed that each other party to such agreement or obligation has satisfied
those legal requirements that are applicable to it to the extent necessary to
make such agreement or obligation enforceable against it, and (b) such opinions
are subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance and similar laws affecting creditors' rights generally and to general
principles of equity.
The foregoing opinion is limited to the federal law of the United States
of America, the law of the State of New York and the General Corporation Law of
the State of Delaware.
I hereby consent to the use of my opinion as herein set forth as an
exhibit to the Registration Statement and to the use of my name under the
caption "Legal Matters" in the prospectus forming part of the Registration
Statement. In giving such consent, I do not thereby admit that I am an "expert"
within the meaning of the Act or the rules and regulations of the Securities and
Exchange Commission issued thereunder with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ David W. Ambrosia
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David W. Ambrosia
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