Exhibit 5.1
[PERKINS COIE LLP LETTERHEAD]
June 2, 1998
Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, WA 98101
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings
for the authorization and issuance by Amazon.com, Inc. (the "Company") of up to
5,000,000 shares (the "Shares") of the Company's common stock, $.01 par value
per share (the "Common Stock") and the preparation and filing of a registration
statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), which you are filing with the
Securities and Exchange Commission with respect to the Shares.
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. Based upon the foregoing, we are of the opinion that
upon the happening of the following events:
(a) the filing and effectiveness of the Registration Statement
and any amendments thereto,
(b) due execution by the Company and registration by its
registrar of the Shares,
(c) the offering and sale of the Shares as contemplated by the
Registration Statement, and
(d) receipt by the Company of the consideration required for
the Shares contemplated by the Registration Statement,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments, and to the reference to our firm in the prospectus of
the Registration
Amazon.com, Inc.
June 2, 1998
Page 2
Statement under the heading "Legal Matters." In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ PERKINS COIE LLP