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                                                                       Exhibit 5


                                  March 8, 2000


PopMail.com, inc.
4801 West 81st Street, Suite 112
Bloomington, Minnesota   55437

         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted on behalf of PopMail.com, inc. (the "Company") in
connection with a Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on March 10, 2000 relating to the registration under the Securities
Act of 1933, as amended, of a maximum of 4,451,337 shares of common stock, par
value $.01 per share (the "Common Stock"), issuable by the Company as follows:
(a) 3,000,000 shares issuable upon exercise of warrants, issued in connection
with a recent private placement; (b) 275,000 shares of Common Stock issuable
upon conversion of the Company's Series E Preferred Stock; (c) 275,000 shares
issuable upon the exercise of certain warrants issued to the holders of the
Series E Preferred Stock; (d) 322,677 shares issuable upon the exercise of
certain warrants issued to the former shareholders of popmail.com, inc. ("Old
Popmail") in connection with the Company's merger with Old Popmail; (e) 570,000
shares issuable upon the exercise of certain other warrants; and (f) 8,700
shares held by certain shareholders of the Company.

         Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:

         1.       The Company is a validly existing corporation in good standing
                  under the laws of the State of Minnesota.

         2.       The Common Stock has been duly authorized and, when issued as
                  described in the registration statement, will be legally
                  issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                              Very truly yours,


                                              Maslon Edelman Borman & Brand, LLP