[WOLFF & SAMSON, P.A. LETTERHEAD]
September 19, 2000
500 North Central Expressway
Plano, Texas 75074
We have acted as counsel to PFSweb, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance of up to 250,000 shares of Common Stock, par value $.001 per share,
of the Company (the "Shares") pursuant to the terms of the Company's 2000
Employee Stock Purchase Plan (the "Plan").
We have examined copies of the Certificate of Incorporation and By-Laws of
the Company, each as amended, the Registration Statement, the Plan and such
other corporate records and documents as we deemed necessary to form the basis
for the opinion hereinafter expressed. In our examination of such material, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all copies submitted to us. As to various questions of fact material to such
opinion, we have relied upon statements and certificates of officers and
representatives of the Company and others.
Based upon the foregoing,
we are of the opinion that all of the Shares have
been duly authorized and, when issued and sold in accordance with the terms
described in the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ WOLFF & SAMSON, P.A.