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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 1, 2000
Stamps.com Inc.
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
Re: Stamps.com Inc.- Registration Statement for Offering of an
Aggregate of 2,000,000 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Stamps.com Inc., a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of an
additional 2,000,000 shares of common stock (the "Shares") authorized for
issuance under the Company's 1999 Stock Incentive Plan ( the "Plan").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Plan. Based on such review, we are of the opinion that as and
when the Shares are issued and sold (and the consideration therefor received)
pursuant to (a) the provisions of option agreements or stock purchase rights
duly authorized under the Plan and in accordance with the Registration
Statement, or (b) duly authorized direct stock issuances effected in accordance
with the 1999 Stock Incentive Plan and the Registration Statement, such Shares
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
