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Exhibit 5

December 27, 2002

Board of Directors
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-0066

Ladies and Gentlemen:

        We have acted as counsel to Microvision, Inc., a Washington corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to (i) certain convertible debt securities of the Company (the "Debt Securities"); (ii) shares of preferred stock, no par value, of the Company (the "Preferred Stock"); (iii) shares of common stock, no par value, of the Company (the "Common Stock"); and (iv) warrants for the purchase of Preferred Stock, Common Stock or other securities of the Company ("Warrants"). The Debt Securities, Preferred Stock, Common Stock and Warrants are referred to herein collectively as the "Offered Securities." The Offered Securities being registered under the Registration Statement will have an aggregate offering price of up to $25,000,000 and will be offered on a delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

        Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement relating to any particular series of Debt Securities, the Debt Securities will be issued under one or more indentures (each, an "Indenture") between the Company and one or more commercial banks to be selected as trustee(s) (the "Trustee") substantially in the form incorporated by reference in the Registration Statement. The Preferred Stock will be issued pursuant to one or more Statements of Rights and Preferences (each, a "Statement of Rights") relating to a particular series of Preferred Stock. The Warrants will be issued pursuant to one or more warrant agreements (each, a "Warrant Agreement") relating to shares of Preferred Stock, shares of Common Stock or other securities of the Company issuable upon exercise of the Warrants.

        We have reviewed the corporate action of the Company in connection with the foregoing and have examined such documents, corporate records, and other instruments as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

        Based on such examination, we are of the opinion that:

        The opinions expressed herein are limited solely to the laws of the State of Washington and United States federal laws. We express no opinion as to any matter other than expressly set forth above, and no other opinion is intended to be implied or inferred herefrom. The opinions expressed herein are opinions of legal matters and not factual matters. Our opinions are given as of the date hereof, and we undertake no obligation and hereby disclaim any obligation to advise upon of any change in law, facts or circumstances, occurring after the date hereof except in any additional or supplemental opinions that we may render with respect to the Offered Securities.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

  Very truly yours,