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
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GIBSON, DUNN & CRUTCHER LLP