8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2010

GSI COMMERCE, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-16611	04-2958132
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

935 First Avenue, King of Prussia, PA	19406
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 491-7000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

As required by a registration rights agreement we entered into in connection with the acquisition of Retail Convergence, Inc (“RCI”), we have filed a prospectus supplement to permit certain former stockholders of RCI to resell up to an additional 152,945 shares of GSI Commerce common stock. The selling stockholders named in the prospectus supplement acquired the shares registered for resale from GSI in connection with GSI’s acquisition of the remaining capital stock of RCI on December 31, 2009.

The documents listed in Item 9.01(d) below are being filed herewith in connection with such prospectus supplement and our Registration Statement No. 333-163167.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Blank Rome LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GSI COMMERCE, INC.

By:    /s/ Michael R. Conn                      

Michael R. Conn 
Executive Vice President, Finance and Chief
Financial Officer 

Dated: January 22, 2010

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Blank Rome LLP (included in Exhibit 5.1).

EX-5.1

EXHIBIT 5.1

January 22, 2010

GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406

Re: GSI Commerce, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to GSI Commerce, Inc. (the “Company”) in connection with (i) the Registration Statement on Form S-3 (File No. 333-163167) (the “Registration Statement”), (ii) the prospectus of the Company dated November 18, 2009 (the “Base Prospectus”) and (iii) the Rule 424(b)(7) prospectus supplement, dated January 22, 2010, (the “Prospectus Supplement” and together with the Base Prospectus, referred to as the “Prospectus”), each filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the selling stockholders named in the Prospectus (“Selling Stockholders”) of up to 152,945 shares of the Company’s common stock, par value $0.01 per share. This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

In rendering this opinion, we have examined only the documents listed on Exhibit “A” attached hereto. We have not performed any independent investigation other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents and records examined, and the genuineness of all signatures.

This opinion is limited to the laws of the State of Delaware. No opinion is expressed as to the laws of any other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that the shares of the Company’s common stock which are being offered by the Selling Stockholders pursuant to the Registration Statement and the Prospectus, are validly issued, fully paid and non-assessable.

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guaranty nor may one be inferred or implied.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission and the use of our name in the section entitled “Legal Matters” in the Prospectus. In giving this consent, 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 Securities and Exchange Commission promulgated thereunder.

Sincerely,

/s/ BLANK ROME LLP

One Logan Square 18th & Cherry Streets Philadelphia, PA 19103
www.BlankRome.com
California • Delaware • Florida • New Jersey • New York • Ohio • Pennsylvania • Washington, DC • Hong Kong

Exhibit A

1.	The Company’s Amended and Restated Certificate of Incorporation
2.	The Company’s Amended and Restated Bylaws
3.	Minute Books and Stock Records of the Company
4.	The Registration Statement and Prospectus
5.	The Agreement and Plan of Merger, dated as of October 27, 2009, by and among the Company, Cola Acquisition Corporation, Retail Convergence, Inc. (“RCI”), certain of the principal stockholders of RCI and William J. Fitzgerald, as Stockholders’ Representative.
6.	Certificate of Merger of Retail Convergence, Inc. filed with the Secretary of State of Delaware on November 18, 2009.