Pitney Bowes (PBI) 8-K Other Events

Exhibit 5.1

GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS

 
200 Park Avenue New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com

March 7, 2008

212-351-4000

212-351-4035

Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700

     Re:      Pitney Bowes Inc., 5.60% Global Medium-Term Notes due 2018

Ladies and Gentlemen:

     We have acted as counsel to Pitney Bowes Inc., a Delaware corporation (the “Company”), in connection with the purchase and sale of $250,000,000 aggregate principal amount of the Company’s 5.60% Medium-Term Notes due March 15, 2018 (the “Notes”) pursuant to the Distribution Agreement, dated as of July 6, 2005, among the Company and each of the distributors named therein and the Terms Agreement, dated as of March 4, 2008, among the Company and each of the purchasing distributors named therein. The Notes are being issued pursuant to the Indenture, dated as of February 14, 2005 (the “Initial Indenture”), between the Company and Citibank, N.A., as trustee, and the First Supplemental Indenture, dated as of October 23, 2007 (the “First Supplemental Indenture” and, together with the Initial Indenture, the “Indenture”), by and among the Company, The Bank of New York, as successor trustee (the “Trustee”), and Citibank, N.A., as resigning trustee.

     We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed 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.

     Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have

March 7, 2008
Page 2

examined, we are of the opinion that the Notes, when issued against payment therefor, will be validly issued, fully paid and non-assessable and will be binding obligations of the Company.

     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 “Legal Matters” in the Registration Statement and the Prospectus that forms a part thereof. 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.

Very truly yours,
 

/s/ Gibson, Dunn & Crutcher LLP