Exhibit 5.1
November 13, 2006
Microvision, Inc.
6222 185th Avenue NE
Redmond, WA 98052
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration statement on Form S-3 (File No. 333-128019) (the Registration Statement) filed by Microvision, Inc. (the Company) with the Securities and Exchange Commission (the Commission), the base prospectus dated September 8, 2005 (the Base Prospectus) and the prospectus supplement dated November 13, 2006 (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus) and filed by the Company with the Commission on November 13, 2006 pursuant to Rule 424(b) under the Act. The Prospectus relates to the offering by the Company of shares (the Shares) of the Companys common stock, $.001 par value per share (the Common Stock), covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus.
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 Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as on exhibit to the Registration Statement and to the use of our name therein and in the Base Prospectus and in the Prospectus Supplement under the caption Legal Opinion.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP