EXHIBIT 5.1

                  [Letterhead of Gibson, Dunn & Crutcher LLP]
                    1050 Connecticut Avenue N.W., Suite 900
                              Washington, DC 20036

                                 April 30, 2001


     Re:  Registration Statement on Form S-8 of Amazon.com, Inc.
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Ladies and Gentlemen:

     We refer to the registration statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed by Amazon.com, Inc., a Delaware corporation (the "Company"), with respect
to the proposed issuance by the Company of 132,010 shares (the "Shares")
of the common stock of the Company, $0.01 par value per share (the "Common
Stock"), pursuant to the Amazon.com, Inc. 2001 Stakeholder Trust Plan (the
"Plan").

     We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below.  In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies.

     Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that the issuance by the Company of the
Shares has been duly authorized and, when issued and transferred in accordance
with the terms set forth in the Registration Statement and the Plan, the Shares
will be duly and validly issued, fully paid and non-assessable shares of Common
Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of the Registration Statement.  In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

                                             Very truly yours,

                                             /s/ GIBSON, DUNN & CRUTCHER LLP