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                                                                     EXHIBIT 5.1



                                PERKINS COIE LLP

              A Law Partnership Including Professional Corporations
          1201 Third Avenue, 40th Floor, Seattle, Washington 98101-3099
                 Telephone: 206 583-8888 Facsimile: 206 583-8500



                                 March 12, 1999



Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, Washington  98101


        Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

        We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 20,000,000 shares of Common
Stock, par value $0.01 per share (the "Shares"), which may be issued under the
Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan (the "Plan").

        Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plan have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the Plan, and the receipt of consideration therefor
in accordance with the terms of the Plan, such Shares will be validly issued,
fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                             Very truly yours,

                                             /s/ PERKINS COIE LLP