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EXHIBIT 5
[WOLFF & SAMSON, P.A. LETTER HEAD]
July 25, 2000
PFSweb, Inc.
500 North Central Expressway
Plano, Texas 75074
Gentlemen:
We have acted as counsel to PFSweb, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to 3,479,697 shares of Common Stock,
par value $.001 per share, of the Company (the "Shares") pursuant to the terms
of the Converted Options (as such term is defined in the Registration
Statement).
We have examined copies of the Certificate of Incorporation
and By-Laws of the Company, each as amended, the Registration Statement, the
Converted Options and such other corporate records and documents as we deemed
necessary to form the basis for the opinion hereinafter expressed. In our
examination of such material, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that all of
the Shares have been duly authorized and, when issued and sold in accordance
with the terms described in the Converted Options, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not admit hereby
that we come 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/ WOLFF & SAMSON, P.A.
