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                                                                     EXHIBIT 5.1


                            [PERKINS COIE LETTERHEAD]

                                  June 6, 1997



Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, WA  98101

     RE:  REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK, PAR VALUE $0.01
          PER SHARE, OF AMAZON.COM, INC. (THE "COMPANY")

Ladies and Gentlemen:

         We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to up to 9,534,648 shares of
Common Stock, par value $0.01 per share, of the Company (the "Common Stock")
that may be issuable under the Amazon.com, Inc. 1997 Stock Option Plan (the
"1997 Stock Option Plan"). The shares of Common Stock issuable under the 1997
Stock Option Plan are hereinafter collectively referred to as the "Shares."

         We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all signatures.

         Based upon and subject to the foregoing, we are of the opinion that,
upon the due execution by the Company and the registration by its registrar of
the Shares and the issuance and sale thereof by the Company in accordance with
the terms of the 1997 Stock Option Plan and the receipt of consideration
therefor in accordance with the terms of the 1997 Stock Option Plan, the Shares
will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.




                                             Very truly yours,

                                             PERKINS COIE