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EXHIBIT 5.1
OPINION OF MICHAEL A. ZUERCHER
August 16, 2000
Stamps.com Inc.
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
Re: Stamps.com Inc. Registration Statement on Form S-3
for the Issuance of 30,000 Shares of Common Stock
Ladies and Gentlemen:
I have acted as counsel to Stamps.com Inc., a Delaware corporation
("Stamps.com"), in connection with the registration for issuance of up to 30,000
shares (the "Shares") of Stamps.com's Common Stock pursuant to Stamps.com's
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission on the date hereof under the Securities Act
of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
I have reviewed Stamps.com's charter documents and the corporate
proceedings taken by Stamps.com in connection with the issuance and sale of the
Shares. Based on such review, I am of the opinion that the Shares have been
duly authorized, and when issued in accordance with stock award plan described
in the Registration Statement will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference of my capacity as Stamps.com's
Senior Director, Legal Affairs and Secretary under the caption "Legal Matters"
in the prospectus, which is part of the Registration Statement. In giving this
consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act, the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
This opinion letter is delivered in my capacity as Senior Director, Legal
Affairs and Secretary of Stamps.com and is rendered as of the date first written
above. I disclaim any obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to my attention and which may
alter, affect or modify the opinion expressed herein. My opinion is expressly
limited to the matters set forth above and I render no opinion, whether by
implication or otherwise, as to any other matters relating to Stamps.com or the
Shares.
Very truly yours,
/s/ Michael A. Zuercher
Michael A. Zuercher
Senior Director, Legal Affairs and Secretary
