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 722,349 shares of Common Stock,
par value $.001 per share, of the Company (the "Shares") pursuant to the terms
of the Replacement Stock Option Agreements referenced in the Registration
Statement (the "Replacement Stock Option Agreements").

                  We have examined copies of the Certificate of Incorporation
and By-Laws of the Company, each as amended, the Registration Statement, the
Replacement Stock Option Agreements 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 Replacement Stock Option Agreements, 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.