EXHIBIT 5
                              WOLFF & SAMSON, P.A.
                              280 CORPORATE CENTER
                               5 BECKER FARM ROAD
                         ROSELAND, NEW JERSEY 07068-1776


                                                               December 18, 2001


PFSweb, Inc.
500 North Central Expressway
Plano, Texas 75074

Gentlemen:

                  We have acted as counsel to PFSweb, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to 1,750,000 shares of Common Stock,
par value $.001 per share, of the Company (the "Shares") pursuant to the terms
of the Company's 2000 Employee Stock Purchase Plan (the "Plan").

                  We have examined copies of the Certificate of Incorporation
and By-Laws of the Company, each as amended, the Registration Statement, the
Plan and such other corporate records and documents as we deemed necessary to
form the basis for the opinion hereinafter expressed. In our examination of such
material, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to such opinion, we have relied upon statements and certificates of
officers and representatives of the Company and others.

                  Based upon the foregoing, we are of the opinion that all of
the Shares have been duly authorized and, when issued and sold in accordance
with the terms described in the Plan, 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. In giving such consent, we do not admit hereby
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                        Very truly yours,


                                        /s/ WOLFF & SAMSON, P.A.