Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 70 445K
2: EX-2.1 Agreement and Plan of Merger Dated May 28, 1996 11 37K
3: EX-3.1 Restated Certificate of Incorporation 13 48K
4: EX-3.2 Bylaws of the Registrant 29 126K
5: EX-5.1 Opinion of Perkins Coie 2 14K
14: EX-10.10 Investment Letter Agreement (P. Stonesifer) 2 17K
15: EX-10.11 Right of First Refusal Agreement (P. Stonesifer) 7 29K
16: EX-10.12 Subscription by Jeffrey P. Bezos 1 11K
17: EX-10.13 Shareholder's Agreement (M.A. Bezos) 8 47K
18: EX-10.14 Shareholder's Agreement (Gise Family Trust) 6 40K
19: EX-10.15 Shareholder's Agreement (Sheldon Kaphan) 8 46K
20: EX-10.16 Shareholder's Agreement (Tom Alberg) 8 46K
21: EX-10.18 Shareholder's Agreement (Scott Lipsky) 8 46K
22: EX-10.19 Shareholder's Agreement (Joy D. Covey) 8 46K
6: EX-10.2 Series A Preferred Stock Purchase Agreement 20 98K
23: EX-10.20 Amended and Restated 1994 Stock Option Plan 30 113K
24: EX-10.21 1997 Stock Option Plan 17 73K
25: EX-10.22 Amended Stock Option Letter Agreement 7 34K
26: EX-10.23 Non-Qualified Stock Option Letter Agreement 9 35K
27: EX-10.24 Non-Qualified Stock Option Letter Agreement 9 34K
28: EX-10.25 Non-Qualified Stock Option Letter Agreement 6 32K
29: EX-10.26 Incentive Stock Option Letter Agreement 7 35K
30: EX-10.27 Subrogation Agreement Dated June 19,1996 3 16K
31: EX-10.28 Lease Agreement (Trident Investments, Inc.) 52 159K
32: EX-10.29 Lease Agreement (Pacific Northwest Group A) 33 114K
7: EX-10.3 Co-Sale Agreement 6 27K
33: EX-10.30 Sublease Agreement Dated February 19,1997 13 37K
34: EX-10.31 Sublease Agreement Dated January 19,1996 46 177K
35: EX-10.32 Master Lease Agreement Dated February 12, 1997 20 94K
8: EX-10.4 Right of First Refusal Agreement 5 25K
9: EX-10.5 Repurchase Agreement Dated June 21, 1996 6 29K
10: EX-10.6 Voting Agreement 7 31K
11: EX-10.7 Investor Rights Agreement 21 100K
12: EX-10.8 Investment Letter Agreement (S. Cook) 2 16K
13: EX-10.9 Right of First Refusal Agreement 7 27K
36: EX-11.1 Statement of Net Loss Per Share 1 12K
37: EX-23.1 Consent of Ernst & Young 1 11K
38: EX-27.1 Financial Data Schedule 1 12K
EX-5.1 — Opinion of Perkins Coie
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EXHIBIT 5.1
[PERKINS COIE LETTERHEAD]
March 24, 1997
Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, WA 98101
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings for
the authorization and issuance by Amazon.com, Inc. (the "Company") of up to
2,500,000 shares (the "Company Shares") of the Company's common stock, $.01 par
value per share (the "Common Stock"), together with an additional 375,000 shares
of Common Stock if and to the extent the underwriters exercise an over-allotment
option granted by the Company (the "Over-Allotment Shares"), and the preparation
and filing of a registration statement on Form S-1 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
which you are filing with the Securities and Exchange Commission with respect to
the Company Shares and the Over-Allotment Shares (collectively, the "Shares").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. Based upon the foregoing, we are of the opinion that
upon the happening of the following events:
(a) the filing and effectiveness of the Registration Statement and any
amendments thereto,
(b) due execution by the Company and registration by its registrar of
the Shares,
(c) the offering and sale of the Shares as contemplated by the
Registration Statement, and
(d) receipt by the Company of the consideration required for the Shares
contemplated by the Registration Statement,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
Amazon.com, Inc.
March 24, 1997
Page 2
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 any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, 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 Securities Act.
Very truly yours,
/s/ PERKINS COIE
Dates Referenced Herein
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 3/24/97 | | 1 | | 2 | | | None on these Dates |
| List all Filings |
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