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EXHIBIT 5.1
[SUMMIT LAW GROUP, P.L.L.C. LETTERHEAD]
August 23, 2000
BSQUARE Corporation
3150 139th Place S.E., Suite 500
Bellevue, Washington 98005
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you, BSQUARE Corporation (the "Company"), in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which you are filing with the Securities and Exchange Commission with
respect to 634,466 shares of Common Stock, no par value (the "Shares")
issued pursuant to the 1998 Mainbrace Stock Option Plan (the "Plan").
Based upon and subject to the foregoing, we are of the opinion that
any original issuance Shares that may be issued pursuant to the Plan have been
duly authorized and that, upon the due execution by the Company and the
registration by its registrar of such Shares and the sale thereof by the Company
in accordance with the terms of the Plan, and the receipt of consideration
therefor in accordance with the terms of the Plan, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
SUMMIT LAW GROUP, P.L.L.C.
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