GIBSON, DUNN & CRUTCHER LLP
                                     Lawyers

                   A REGISTERED LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                                   __________

           1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306
                                 (202) 955-8500
                               www.gibsondunn.com


                                 March 20, 2006


Direct Dial                                                    Client Matter No.
(202) 955-8500                                                  C 72007-00102

Fax No.
(202) 530-9569



Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, CT  06926

     Re:  PITNEY BOWES INC. - THE PITNEY BOWES STOCK PLAN
          REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

            We  have   examined   the   Registration   Statement   on  Form  S-8
("Registration  Statement"),  of Pitney Bowes Inc., a Delaware  corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
pursuant  to the  Securities  Act of 1933,  as amended  ("Securities  Act"),  in
connection  with the offering by the Company of up to  20,499,195  shares of the
Company's  Common  Stock,  par value $1 per share,  (the  "Shares").  The Shares
subject to the  Registration  Statement  are to be issued under The Pitney Bowes
Stock Plan (the "Plan").

            We have examined the originals,  or photostatic or certified copies,
of such records of the Company and  certificates  of officers of the Company and
of public  officials  and such other  documents  as we have deemed  relevant and
necessary as the basis for the opinions set forth below. In our examination,  we
have  assumed  the  genuineness  of  all  signatures,  the  legal  capacity  and
competency of all natural persons,  the authenticity of all documents  submitted
to us as originals  and the  conformity  to original  documents of all documents
submitted to us as copies.  We have also assumed that there are no agreements or
understandings  between or among the  Company and any  participants  in the Plan
that  would  expand,  modify or  otherwise  affect  the terms of the Plan or the
respective  rights or obligations of the participants  thereunder.  Finally,  we
have assumed the accuracy of all other information provided to us by the Company
during the course of our investigations,  on which we have relied in issuing the
opinion expressed below.



March 20, 2006
Page 2



            Based upon the foregoing  examination and in reliance  thereon,  and
subject to the qualifications,  assumptions and limitations stated herein and in
reliance on the  statements  of fact  contained  in the  documents  that we have
examined,  we are of the  opinion  that  the  Shares,  when  issued  and sold in
accordance  with the terms set forth in the Plan and against  payment  therefor,
and when the Registration  Statement has become effective under the Act, will be
validly issued, fully paid and non-assessable.

            We express  no opinion  regarding  the  effectiveness  of any waiver
(whether or not stated as such) contained in the Plan of rights of any party, or
duties  owing to it, that is broadly or vaguely  stated or does not describe the
right or duty purportedly waived with reasonable specificity or any provision in
the Plan relating to indemnification, exculpation or contribution.

            We  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement,  and we further consent to the use of our name under the
caption "Legal  Matters" in the  Registration  Statement and the prospectus that
forms a part thereof. In giving these consents,  we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act or the Rules and Regulations of the Commission.


                                               Very truly yours,


                                               /s/ GIBSON, DUNN & CRUTCHER LLP
                                               -------------------------------
                                               GIBSON, DUNN & CRUTCHER LLP