EX-5.1 2 c41537_ex5-1.txt 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 INC. DEFERRED INCENTIVE SAVINGS PLAN REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement"), of Pitney Bowes Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of $70,000,000 of Deferred Incentive Savings Obligations (the "Obligations") of the Company to pay deferred compensation in the future in accordance with the Pitney Bowes Inc. Deferred Incentive Savings 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 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. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. 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 statements of fact contained in the documents that we have examined, we are of the opinion that the Obligations, when issued and sold in accordance with the terms set forth in the Plan, will be duly authorized, validly issued and fully paid. We express no opinion regarding the effectiveness of any waiver (whether or not stated as such) contained in the Plan or elsewhere, of the rights of any party, or duties owing to such party, 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