the within Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.11 of the Indenture, check the Box: [ ]
If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.10 or Section 4.11 of the Indenture, state the amount (in principal amount at maturity): $____________________
Date: ____________________
Your Signature: ______________________________
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee: ______________________________
[Perkins Coie LLP Letterhead]
EXHIBIT 5.1
June 12, 1998
Amazon.com, Inc.
1516 Second Avenue
Seattle, WA 98101
RE: EXCHANGE OFFER RELATING TO 10% SENIOR DISCOUNT
NOTES DUE 2008
Ladies and Gentlemen:
We have acted as counsel to Amazon.com, Inc., a Delaware corporation (the "Company"), in connection with the proceedings related to the offer (the "Exchange Offer") by the Company to exchange its 10% Senior Discount Notes due 2008 (the "Exchange Notes"), which are being registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-4 (the "Registration Statement"), for an equal principal amount of outstanding 10% Senior Discount Notes due 2008, which were issued and sold in a transaction exempt from registration under the Act (the "Original Notes").
In rendering the opinions set forth herein, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of (i) the Indenture dated May 8, 1998 between the Company and The Bank of New York, as Trustee (the "Indenture"), (ii) the resolutions of the Board of Directors of the Company adopted at a meeting held on May 28, 1998 (the "Board Resolutions"), (iii) the form of Exchange Notes, (iv) the Registration Rights Agreement dated May 8, 1998 between the Company and Morgan Stanley & Co. Incorporated (the "Registration Rights Agreement") and (v) the Restated Certificate of Incorporation and Restated Bylaws of the Company. We have also examined originals, or copies certified or otherwise identified to our satisfaction, of such other agreements, instruments, certificates of public officials and corporate officers of the Company and such other documents, certificates, records, authorizations and proceedings as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In rendering the opinions expressed herein, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all
June 12, 1998
Page 2
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company, the Trustee and others.
Based upon the foregoing examinations and assumptions and subject to the qualifications stated below, we are of the opinion that:
(a) The Indenture has been duly authorized, executed and
delivered by, and is a binding agreement of, the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and
(b) The Exchange Notes have been duly authorized for
issuance and sale by the Company and when (i) the Registration Statement becomes effective, (ii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes are duly executed, authenticated and issued in accordance with the Indenture and delivered and issued in the Exchange Offer as contemplated by the Registration Rights Agreement and the Registration Statement, the Exchange Notes will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
The opinions expressed above are subject to the following
qualifications:
June 12, 1998
Page 3
a. Our opinions are as of the date hereof and we have no
responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow any undertaking to advise you of any changes in law.
b. We are qualified to practice law in the state of
Washington and do not express any opinions herein concerning any laws other than the laws of the state of Washington, the federal laws of the United States of America and the Delaware General Corporation Law and we express no opinion with respect to the laws, regulations or ordinances of any county, municipality or governmental subdivision or agency of whatever description or character, or with respect to matters that may be affected by the laws of any other jurisdiction or that may be affected by pending or proposed legislation. To the extent that the Indenture, the Exchange Notes or the Registration Rights Agreement provides that they are to be governed by the laws of any jurisdiction other than the state of Washington, our opinions regarding such agreements are being rendered, with your express consent, as if only the internal laws of the state of Washington were applicable thereto, notwithstanding any governing law provisions therein to the contrary.
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 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 Act.
Very truly yours,
/s/ PERKINS COIE LLP
[Perkins Coie LLP Letterhead]
EXHIBIT 8.1
June 12, 1998
Amazon.com, Inc.
1516 Second Avenue
Seattle, WA 98101
RE: EXCHANGE OFFER RELATING TO 10% SENIOR DISCOUNT
NOTES DUE 2008
Ladies and Gentlemen:
We have acted as counsel to Amazon.com, Inc., a Delaware corporation (the "Company"), in connection with the proceedings related to the offer (the "Exchange Offer") by the Company to exchange its 10% Senior Discount Notes due 2008 (the "Exchange Notes") which are being registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 12, 1998 (together with the Prospectus contained therein and the amendments thereto, the "Registration Statement") for an equal principal amount of outstanding 10% Senior Discount Notes due 2008, which were issued and sold in a transaction exempt from registration under the Act (the "Original Notes"). Capitalized terms used but not defined herein shall have the respective meanings given them in the Registration Statement.
In connection with this opinion, we have examined the Registration Statement and such other documents as we have deemed necessary. Furthermore, we have relied upon certain statements and representations made by officers of the Company and others. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In rendering our opinion, we have participated in the preparation of the Registration Statement. Our opinion is conditioned on, among other things, the initial
June 12, 1998
Page 2
and continuing accuracy of the facts, information, covenants, and representations set forth in the documents referred to above and the statements and representations made by officers of the Company and others. In our examination, we have assumed the legal capacity of all natural persons, 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, the authenticity of the originals of such documents, and that the transactions related to the exchange of the Exchange Notes for the Original Notes will be consummated in the manner contemplated by the Registration Statement.
In rendering our opinion, we have considered the provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, judicial decisions, and Internal Revenue Service rulings, all as in effect on the date hereof and all of which are subject to change, which changes may be retroactively applied. A change in the authorities upon which our opinion is based could affect our conclusions.
Based upon and subject to the foregoing, and subject to the
discussion and limitations set forth in the Registration Statement under the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES," we are of the opinion that, although the discussion set forth in the Registration Statement under the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" does not purport to discuss all possible United States federal income tax consequences of the Exchange Offer and the transactions contemplated thereby, such discussion constitutes a fair and accurate summary of the material United States federal income tax consequences (other than consequences that are material to a Holder based on such Holder's particular tax situation) of the exchange of the Exchange Notes for the Original Notes.
Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local or foreign, of the exchange of the Exchange Notes for the Original Notes or the tax consequences of owning or transferring the Exchange Notes.
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 under the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" and "LEGAL MATTERS" in the Registration Statement. In giving such consent, we do not thereby admit that we are |
