EXHIBIT 5
OPINION OF PRESTON GATES & ELLIS LLP
November 1, 1999
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the registration of 14,557,518 shares of common stock,
par value $.0000125 per share (the "Common Shares") of Microsoft Corporation
(the "Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-4 (the "Registration Statement"), which Common Shares will
be issued by the Company in connection with the merger of MovieSub, Inc., a
wholly-owned subsidiary of the Company, with and into Visio Corporation, a
Washington corporation, we have examined such documents, records and matters
of law as we have considered relevant. Based upon such examination and upon
our familiarity as counsel for the Company with its general affairs, it is our
opinion that:
The Common Shares being registered, when issued, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Preston Gates & Ellis LLP
/s/ Richard B. Dodd
By ___________________________________
Richard B. Dodd