Exhibit 5.1

                       [DAVIS POLK & WARDWELL LETTERHEAD]


                                                   October 26, 2001


Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700


Ladies and Gentlemen:


     We have acted as counsel to Pitney Bowes Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering from
time to time, as set forth in the Registration Statement, the form of
prospectus contained therein (the "Prospectus") and one or more supplements to
the Prospectus (each, a "Prospectus Supplement"), of preferred stock
("Preferred Stock"), preference stock ("Preference Stock"), depositary shares
("Depositary Shares") representing Preferred Stock or Preference Stock, in each
case evidenced by depositary receipts (the "Receipts"), and debt securities
("Debt Securities") of the Company, having an aggregate initial public offering
price not to exceed U.S. $2,000,000,000, on terms to be determined at the time
of the offering. If so indicated in a Prospectus Supplement, the Preferred
Stock, Preference Stock and Debt Securities may be convertible into Common
Stock of the Company. The Common Stock, Preferred Stock, Preference Stock,
Depositary Shares and Debt Securities are collectively referred to herein as
the "Securities." All capitalized terms which are not defined herein shall have
the meanings assigned to them in the Registration Statement.

     The Depositary Shares will be issued pursuant to a deposit agreement (the
"Deposit Agreement") between the Company and a bank or trust company to be
selected by the Company, as depositary (the "Depositary"). The Debt Securities
will be issued pursuant to (i) a senior indenture (the "Senior Indenture") or
(ii) a subordinated indenture (the "Subordinated Indenture").

     In arriving at the opinions expressed below, we have examined (i) the
Restated Certificate of Incorporation and Bylaws of the Company, as amended to
date, (ii) the Registration Statement, (iii) the Prospectus , (iv) the Senior
Indenture and the Subordinated Indenture and (v) the originals or copies
certified or otherwise identified to our satisfaction of such other instruments
and other certificates of public officials, officers and representatives of the
Company and such other persons, and we have made such investigations of law, as
we have deemed appropriate as a basis for the opinions expressed below.

     Based on the foregoing, and subject to the limitations and other
qualifications set forth below:

     1. With respect to the Preferred Stock, assuming the (a) taking by the
Board of Directors of the Company (the "Board")of all necessary corporate
action to authorize and approve the issuance of a series of the Preferred
Stock, (b) due filing with the Office of the Secretary of State



of Delaware of the applicable Certificate of Designation for the particular
series of Preferred Stock to be issued and (c) due issuance and delivery of
such series of the Preferred Stock, upon payment therefor in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board, such series of the Preferred Stock will be validly issued, fully
paid and nonassessable.

     2. With respect to the Preference Stock, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance
of a series of the Preference Stock, (b) due filing with the Office of the
Secretary of State of Delaware of the applicable Certificate of Designation for
the particular series of Preference Stock to be issued and (c) due issuance and
delivery of such series of the Preference Stock, upon payment therefor in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board, such series of the Preference Stock will be
validly issued, fully paid and nonassessable.

     3. With respect to the Depositary Shares, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance
and terms of the series of Preferred Stock or Preference Stock to be issued in
connection therewith, (b) due filing with the Office of the Secretary of State
of Delaware of the applicable Certificate of Designation for the particular
series of Preferred Stock or Preference Stock to be issued, (c) terms of the
Depositary Shares and of their issuance and sale have been duly established in
conformity with the terms of the Deposit Agreement, (d) due issuance and
delivery of such series of Preferred Stock or Preference Stock, upon payment of
the consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the
Company and (e) Receipts evidencing the Depositary Shares are duly issued
against the deposit of the applicable series of Preferred Stock or Preference
Stock in accordance with the Deposit Agreement, such Receipts will be validly
issued and entitle the holders thereof to the rights specified in the Deposit
Agreement.

     4. With respect to any series of Debt Securities to be issued under the
Senior Indenture, we are of the opinion that, when (a) the Senior Indenture and
the applicable supplement thereto, if any, has been duly authorized and validly
executed and delivered by the Company and the Trustee, (b) the Senior Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, (c)
the Company has taken all necessary action to approve the issuance and terms of
such series of Debt Securities, the terms of the offering thereof and related
matters and (d) such series of Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the terms of the Senior
Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Company upon payment (or delivery) of the
consideration therefor provided for therein, such series of Debt Securities
will be legally issued and will constitute valid and legally binding
obligations of the Company.

     5. With respect to any series of Debt Securities to be issued under the
Subordinated Indenture, we are of the opinion that, when (a) the Subordinated
Indenture and the applicable supplement thereto, if any, has been duly
authorized and validly executed and delivered by the Company and the Trustee,
(b) the Subordinated Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, (c) the Company has taken all necessary
action to approve the issuance and terms of such series of Debt Securities, the
terms of the offering thereof and related matters and (d) such series of Debt
Securities have been duly executed, authenticated, issued and delivered in
accordance with the terms of the Subordinated Indenture and the applicable
definitive

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purchase, underwriting or similar agreement approved by the Company upon
payment (or delivery) of the consideration therefor provided for therein, such
series of Debt Securities will be legally issued and will constitute valid and
legally binding obligations of the Company.

     6. With respect to Common Stock to be issued upon conversion of the Debt
Securities, Preferred Stock or Preference Stock, we are of the opinion that,
when (a) the Board has taken all necessary corporate action to authorize and
approve the issuance of a series of Debt Securities, Preferred Stock or
Preference Stock convertible into Common Stock and the Company has taken all
necessary action to approve the issuance of such Common Stock upon conversion
of the Debt Securities, Preferred Stock or Preference Stock, as the case may
be, the terms of the offering thereof and related matters and (b) such Common
Stock has been issued and delivered in accordance with the terms of the
applicable Debt Securities, Preferred Stock or Preference Stock,as the case may
be, such Common Stock will be validly issued, fully paid and nonassessable.

     We hereby consent to the use of the foregoing opinion as Exhibit 5.1 to
the Company's Registration Statement filed with the United States Securities
and Exchange Commission under the Securities Act with respect to the
above-mentioned Securities and to the use of our name in such Registration
Statement under the heading "Validity of the Securities" and in the related
Prospectus Supplement(s). The issuance of such a consent does not concede that
we are an "expert" for purposes of the Securities Act.

                                                    Very truly yours,


                                                    /s/ Davis Polk & Wardwell


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