EX-5.1: OPINION OF GIBSON, DUNN & CRUTCHER LLP
Published on
Exhibit 5.1
GIBSON,
DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
200
Park Avenue New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
(212) 351-4000
www.gibsondunn.com
March 5, 2009
| 212-351-4000 | ||
| 212-351-4035 |
Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
| Re: | Pitney Bowes Inc., 6.25% Notes due 2019 |
Ladies and Gentlemen:
We have acted as counsel to Pitney Bowes Inc., a Delaware corporation (the “Company”), in
connection with the purchase and sale of $300,000,000 aggregate principal amount of the Company’s
6.25% Notes due March 15, 2019 (the “Notes”) pursuant to the Underwriting Agreement and Pricing
Agreement, each dated as of March 2, 2009, among the Company and the underwriters named therein.
The Notes are being issued pursuant to the Indenture, dated as of February 14, 2005 (the “Initial
Indenture”), between the Company and Citibank, N.A., as trustee, and the First Supplemental
Indenture, dated as of October 23, 2007 (the “First Supplemental Indenture” and, together with the
Initial Indenture, the “Indenture”), by and among the Company, The Bank of New York Mellon, as
successor trustee (the “Trustee”), and Citibank, N.A., as resigning trustee.
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.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions
stated and in reliance on statements of fact contained in the documents that we have examined, we
are of the opinion that the Notes, when issued against payment therefor, will be validly issued,
fully paid and non-assessable and will be binding obligations of the Company.
March 5, 2009
Pitney Bowes Inc.
Page 2
Pitney Bowes Inc.
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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