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Exhibit 5
[LETTERHEAD OF PRESTON GATES & ELLIS LLP]
OPINION OF PRESTON GATES & ELLIS LLP
October 12, 2000
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
In connection with the registration of 753,660 shares of common stock, par
value $.0000125 per share (the "Common Shares") of Microsoft Corporation (the
"Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-3 (the "Registration Statement"), relating to the sales, if
any, of the Common Shares by the selling shareholders, we have examined such
documents, records and matters of law as we have considered relevant. Based upon
such examination and upon our familiarity as counsel for the Company with its
general affairs, it is our opinion that:
The Common Shares being registered are legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Preston Gates & Ellis LLP
By /s/ Richard B. Dodd
Richard B. Dodd
