EXHIBIT 5.1

July 1, 2013

MicroVision, Inc.

6222 185th Avenue NE

Redmond, Washington, 98052

Attn: Thomas M. Walker

 

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration of 1,600,000 shares of Common Stock, $.001 par value (the “Shares”), of MicroVision, Inc., a Delaware corporation (the “Company”). The Shares are issuable under the Company’s 2013 Incentive Plan, (the “Plan”), which amends, restates, and renames the Company’s 2006 Incentive Plan.

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our 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.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, 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. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP