EXHIBIT 5

[LETTERHEAD OF PITNEY BOWES CREDIT CORPORATION]

    
                               September 8, 1995      


Pitney Bowes Credit Corporation
201 Merritt Seven              
Norwalk, CT 06856-5151         

Ladies and Gentlemen:

        Referring to the Registration Statement on Form S-3 (the "Registration
Statement") which Pitney Bowes Credit Corporation (the "Company") is about to
file with the United States Securities and Exchange Commission (the
"Commission") under the United States Securities Act of 1933, as amended (the
"Act"), relating to $750,000,000 aggregate principal amount of the Company's
debt securities (the "Debt Securities") to be issued pursuant to an Indenture
(the "Indenture") between the Company and Chemical Bank, as Trustee, I am of the
opinion that:

        (A) when (i) the Indenture has been duly authorized, executed and
delivered by the parties thereto, (ii) the Debt Securities, substantially in the
form set forth in the Indenture filed as an exhibit to the Registration
Statement, have been duly authorized by the Company and (iii) such Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and duly delivered to and paid for by the purchasers thereof in the
manner described in the Registration Statement, the Debt Securities will
constitute valid and binding obligations of the Company enforceable in
accordance with their terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.

        (B) the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware with full
power and authority to own its properties and conduct its business as described
in the prospectus forming a part of the Registration Statement; and

        (C) the issuance of the Debt Securities has been duly authorized by
appropriate corporate action.

 
     
        I hereby consent to the filing of this opinion with the Commission in
connection with the filing of the Registration Statement. I also consent to the
use of my name under the caption "Validity of Debt Securities" in the prospectus
forming a part of the Registration Statement and to the filing, as an exhibit to
the Registration Statement, of this opinion. In giving such consent I do not
concede I am an "Expert" for the purposes of the Act.      

                                       Very truly yours,

                                       /s/ Keith H. Williamson

                                       Keith H. Williamson
                                       Vice President, Secretary and
                                       General Counsel