GIBSON, DUNN & CRUTCHER LLP
Lawyers
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
__________
1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306
(202) 955-8500
www.gibsondunn.com
March 20, 2006
Direct Dial Client Matter No.
(202) 955-8500 C 72007-00102
Fax No.
(202) 530-9569
Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, CT 06926
Re: PITNEY BOWES INC. - THE PITNEY BOWES INC. DEFERRED INCENTIVE SAVINGS
PLAN REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement"), of Pitney Bowes Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
in connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of $70,000,000 of Deferred Incentive Savings Obligations
(the "Obligations") of the Company to pay deferred compensation in the future in
accordance with the Pitney Bowes Inc. Deferred Incentive Savings Plan (the
"Plan").
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. We have assumed the accuracy of all other information
provided to us by the Company during the course of our investigations, on which
we have relied in issuing the opinion expressed below. We have also assumed that
there are no agreements or understandings between or among the Company and any
participants in the Plans that would expand, modify or otherwise affect the
terms of the Plans or the respective rights or obligations of the participants
thereunder.
March 20, 2006
Page 2
Based upon the foregoing examination and in reliance thereon, and
subject to the qualifications, assumptions and limitations stated herein and in
reliance on statements of fact contained in the documents that we have examined,
we are of the opinion that the Obligations, when issued and sold in accordance
with the terms set forth in the Plan, will be duly authorized, validly issued
and fully paid.
We express no opinion regarding the effectiveness of any waiver
(whether or not stated as such) contained in the Plan or elsewhere, of the
rights of any party, or duties owing to such party, that is broadly or vaguely
stated or does not describe the right or duty purportedly waived with reasonable
specificity or any provision in the Plan relating to indemnification,
exculpation or contribution.
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
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GIBSON, DUNN & CRUTCHER LLP