Unassociated Document

We have acted as counsel in connection with the preparation and filing of that certain Registration Statement on Form S-8 (the "Registration Statement") to be filed by Stamps.com Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration of 3,500,000 shares of common stock, $0.001 par value per share (the "Common Stock"), of the Company, reserved for issuance pursuant to the Stamps.com Inc. 2010 Equity Incentive Plan (the "Plan"). As such counsel, we have examined the proceedings taken in connection with the Plan and proposed to be taken in connection with the sale and issuance of the Common Stock pursuant thereto and such other matters and documents as we have deemed necessary or relevant as a basis for this opinion.

Based on these examinations, it is our opinion that such shares of Common Stock will be legally issued, fully paid and non-assessable when issued in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan.