EXHIBIT 5.1 OPINION AND CONSENT EXHIBIT 5.1 August 14, 1996 Microvision, Inc. 2203 Airport Way South, Suite 100 Seattle, WA 98134 Ladies and Gentlemen: We have acted as counsel for Microvision, Inc., a Washington corporation (the "Company"), in connection with a Registration Statement on Form SB-2, Registration No. 333-5276-LA, filed on July 12, 1996, to be amended by Amendment No. 1 to be filed substantially contemporaneously with this letter ("Amendment No. 1") (collectively, the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), covering the following securities of the Company: 1. A maximum of 2,300,000 units (the "Units") to be sold by the Company to the several underwriters (the "Underwriters") to be named in, and pursuant to the terms of, the Underwriting Agreement substantially in the form to be filed as Exhibit 1.1 (the "Underwriting Agreement"), each Unit consisting of one share of the Company's common stock, no par value ("Common Stock"), and one warrant to purchase one share of Common Stock; 2. The 2,300,000 shares of Common Stock included in the Units (the "Shares"); 3. The 2,300,000 warrants included in the Units (the "Unit Warrants"); 4. The 2,300,000 shares of Common Stock issuable upon exercise of the Unit Warrants (the "Unit Warrant Shares"); 5. The warrants to be sold to Paulson Investment Company, Inc. and marion bass securities corporation, the representatives of the Underwriters (the "Representatives"), to purchase Units (the "Representatives' Warrants") pursuant to the Microvision, Inc. August 14, 1996 Page 2 terms of a purchase warrant substantially in the form to be filed as Exhibit 4.4 (the "Purchase Warrant"); 6. The 300,000 Units issuable upon exercise of the Representatives' Warrants (the "Representatives' Units"); 7. The 300,000 shares of Common Stock included in the Representatives' Units (the "Representatives' Unit Shares"); 8. The 300,000 warrants included in the Representatives' Units (the "Representatives' Unit Warrants"); 9. The 300,000 shares of Common Stock issuable upon exercise of the Representatives' Unit Warrants (the "Representatives' Unit Warrant Shares"); 10. The 6,000 Units reserved for issuance to Stoel Rives LLP, legal counsel to the Company (the "Stoel Rives Units"); 11. The 6,000 shares of Common Stock included in the Stoel Rives Units (the "Stoel Rives Shares"); 12. The 6,000 Warrants included in the Stoel Rives Units (the "Stoel Rives Warrants"); and 13. The 6,000 shares of Common Stock issuable upon exercise of the Stoel Rives Warrants (the "Stoel Rives Warrant Shares"). The Unit Warrants and the Representatives' Unit Warrants are being issued pursuant to a warrant agreement substantially in the form filed as Exhibit 4.3 (the "Warrant Agreement"). In this connection, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Company's Articles of Incorporation, as amended, its Amended and Restated Bylaws, resolutions of its Board of Directors, the Underwriting Agreement, the Purchase Warrant, the Warrant Agreement (including the form of warrant certificate (the "Warrant Certificate") that is Exhibit A to the Warrant Agreement), certificates of officers of the Company, including without limitation the President's Certificate and the Chief Financial Officer's Certificate, each of even date herewith, and such other documents as we deemed necessary for purposes of rendering this opinion. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Underwriting Microvision, Inc. August 14, 1996 Page 3 Agreement, the Purchase Warrant or the Warrant Agreement (except for the Warrant Certificate). We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of public officials and corporate officers, including without limitation the President's Certificate and the Chief Financial Officer's Certificate, with respect to the accuracy of all matters contained therein. Based upon the foregoing, and subject to the qualifications herein, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Washington; 2. The Units and the Shares have been duly authorized, and when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable by the Company. 3. The Unit Warrants have been duly authorized, and when issued and delivered in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations of the Company. The Unit Warrant Shares have been duly authorized, and when issued and delivered upon exercise of the Unit Warrants in exchange for payment therefor in accordance with the terms thereof, will be validly issued, fully paid and nonassessable by the Company. 4. The Representatives' Warrants and the Representatives' Units have been duly authorized, and when issued and delivered in accordance with the terms of the Underwriting Agreement and the Purchase Warrant, respectively, will be legal, valid and binding obligations of the Company. The Representatives' Unit shares have been duly authorized, and when issued and delivered upon exercise of the Representatives' Warrants in exchange for payment therefor, will be validly issued, fully paid and nonassessable by the Company. The Representatives' Unit Warrants have been duly authorized, and when issued and delivered in accordance with the Underwriting Agreement, will be legal, valid and binding obligations of the Company. The Representatives' Unit Warrant Shares have been duly authorized, and when issued and delivered upon exercise of the Representatives' Unit Warrants in exchange for payment therefor in accordance with the terms thereof, will be validly issued, fully paid and nonassessable by the Company. Microvision, Inc. August 14, 1996 Page 4 5. The Stoel Rives Units and the Stoel Rives Shares have been duly authorized, and when issued and delivered in accordance with the terms of the engagement of Stoel Rives by the Company, the Stoel Rives Units and the Stoel Rives Shares will be validly issued, fully paid and nonassessable by the Company. The Stoel Rives Warrants have been duly authorized, and when issued and delivered in accordance the terms of the engagement of Stoel Rives by the Company, will be legal, valid and binding obligations of the Company. The Stoel Rives Warrant Shares have been duly authorized, and when issued and delivered upon exercise of the Stoel Rives Warrants in exchange for payment therefor in accordance with the terms thereof, will be validly issued, fully paid and nonassessable by the Company. The opinions set forth above are subject to the following qualifications: (a) We express no opinion concerning the laws of any jurisdiction other than the laws of the State of Washington; and (b) We express no opinion as to the effect on any obligations of the Company of (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws affecting the rights of creditors generally; or (ii) equitable principles, including those limiting the availability of specific performance, injunctive relief, and other equitable remedies, regardless of whether enforceability of such obligations is considered in a proceeding in equity or at law. This opinion is intended solely for use in connection with the transactions described herein. We hereby consent to the use of our name in the Registration Statement and in the Prospectus filed as a part thereof and to the filing of this opinion as an exhibit to the Registration Statement. 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/ STOEL RIVES LLP