Amazon.com (AMZN) 8-K Other Events

Exhibit 5.1

	Gibson, Dunn & Crutcher LLP
	200 Park Avenue
	New York, NY 10166-0193
	Tel 212.351.4000
	www.gibsondunn.com

May 12, 2021

Amazon.com, Inc.

410 Terry Avenue North

Seattle, Washington, 98109

Re: Amazon.com, Inc.

Registration Statement on Form S-3 (File No. 333-238831)

Ladies and Gentlemen:

We have acted as counsel to Amazon.com, Inc., a Delaware corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-238831 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement dated May 10, 2021, filed with the Commission on May 12, 2021 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $18,500,000,000 aggregate principal amount of the Company’s 0.250% Notes due 2023, 0.450% Notes due 2024, 1.000% Notes due 2026, 1.650% Notes due 2028, 2.100% Notes due 2031, 2.875% Notes due 2041, 3.100% Notes due 2051, and 3.250% Notes due 2061 (the “Notes”).

The Notes have been issued pursuant to the Indenture dated as of November 29, 2012 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Officers’ Certificate of the Company dated as of May 12, 2021, establishing the terms of each series of Notes pursuant to Section 2.2 of the Indenture (the “Officers’ Certificate”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Officers’ Certificate, and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials, and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Brussels  •  Century City  •  Dallas  •  Denver  •  Dubai  •  Hong Kong  •  London  •  Los Angeles  •  Munich  •  New York

Orange County  •  Palo Alto  •  Paris  •  San Francisco  •  São Paulo  •  Singapore  •  Washington, D.C.

Amazon.com, Inc.

May 12, 2021

Page 2

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the opinion that the Notes are legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations, and assumptions:

A.    We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York. This opinion is limited to the effect of the current state of the laws of the State of New York and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B.    The opinion above is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C.    We express no opinion regarding the effectiveness of (i) any waiver of stay, extension, or usury laws, (ii) provisions relating to indemnification, exculpation, or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party, (iii) any provision waiving the right to object to venue in any court, (iv) any agreement to submit to the jurisdiction of any Federal court, (v) any waiver of the right to jury trial, or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

Amazon.com, Inc.

May 12, 2021

Page 3

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of the Securities” in the Registration Statement and “Validity of the Notes” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP