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                                                                       Exhibit 5



                               September 30, 1999




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 September
30, 1999 relating to the registration under the Securities Act of 1933, as
amended, of a maximum of 1,578,107 shares of common stock, par value $.01 per
share (the "Common Stock"), issuable by the Company upon conversion of the
Series D 8% Convertible Preferred Stock and payments of dividends thereunder and
a maximum of 450,000 shares of Common Stock, issuable by the Company upon
exercise of certain warrants to purchase shares of Common Stock.

     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