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Exhibits 5.1 and 23.2
[LETTERHEAD OF PRESTON GATES & ELLIS LLP]
December 28, 2000
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
Re: Microsoft Corporation 2001 Stock Plan
Ladies and Gentlemen:
We have acted as counsel to Microsoft Corporation (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of Microsoft's common stock, par value $0.0000125 (the
"Shares"), which may be issued upon exercise of options granted in connection
with the above-referenced plan (the "Plan"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of
Microsoft relating to the registration and proposed issuance of the common
stock, the Articles of Incorporation of Microsoft and all amendments thereto,
the Bylaws of Microsoft and all amendments thereto, and such other documents and
matters as we have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Washington Business Corporation Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By /s/ Richard B. Dodd
Richard B. Dodd
