EXHIBIT 5.1

 

LETTERHEAD OF ROPES & GRAY LLP

 

November 3, 2003

 

 

Microvision, Inc.

19910 North Creek Parkway

Bothell, WA  98011

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with the Registration Statement on Form S-3 (File No. 333-102244) (the “Registration Statement”), including the prospectus supplements and prospectuses filed on November 3, 2003 pursuant to Rule 424(b) promulgated under the Securities Act of 1933 (the “Act”) that are part of the Registration Statement (collectively, the “Prospectuses”), filed by Microvision, Inc., a Washington corporation (the “Company”), with the Securities and Exchange Commission under the Act, for the registration of shares (the “Shares”) of the Company’s common stock, no par value.

 

We have acted as counsel for the Company in connection with the issuance of the Shares.  For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

 

The opinions expressed below are limited to the Washington Business Corporation Act.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefore in accordance with the terms of the Securities Purchase Agreements dated October 31, 2003 between the Company and the purchasers of the Shares, will be validly issued, fully paid and nonassessable.

 

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectuses under the caption “Legal Matters.”

 

 

 

Microvision, Inc.

–2–

November 3, 2003

 

This opinion may be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

	Very truly yours,
	/s/ Ropes & Gray LLP
	Ropes & Gray LLP