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                                                                       EXHIBIT 5

                                December 21, 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 as counsel to 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 December 21, 1999 relating to the registration under the
Securities Act of 1933, as amended, of a maximum of 2,435,001 shares of common
stock, par value $.01 per share (the "Common Stock"), issuable by the Company as
follows: (a) 2,160,001 upon conversion of the 4% Subordinated Convertible
Debentures and payment of interest thereunder; and (b) up to 275,000 shares 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 validly 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



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