SB-2/A: Optional form for registration of securities to be sold to the public by small business issuers

Published on August 14, 1996







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


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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


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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.


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August 14, 1996
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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