WOLFF & SAMSON, P.A.
280 CORPORATE CENTER
5 BECKER FARM ROAD
ROSELAND, NEW JERSEY 07068-1776
June 23, 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 6,035,000 shares of Common Stock, par value $.001 per
share, of the Company (the "Shares") pursuant to the terms of(i) the 1999 Stock
Option Plan of PFSweb, Inc. (the "1999 Plan"), (ii) the PFSweb, Inc.
Non-Employee Director Stock Option And Retainer Plan (the "Outside Director
Plan") and (iii) a stock option agreement between the Company and an outside
director (the "Director Option" and together with the 1999 Plan and the Outside
Director Plan, the "Plans").
We have examined copies of the Certificate of Incorporation and By-Laws
of the Company, each as amended, the Registration Statement, the Plans 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
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 Plans, 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 and to the reference to us in
the Prospectus dated December 2, 1999 (File No. 333-87657) included in the
Registration Statement as a document incorporated by reference. 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.