Exhibit 5.1

 

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ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

August 3, 2017

MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

Attn: David J. Westgor

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 1,500,000 shares of Common Stock, $.001 par value (the “Shares”), of MicroVision, Inc., a Delaware corporation (the “Company”). The Shares are issuable under the 2013 MicroVision, Inc. Incentive Plan (as amended the “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