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Exhibit 5
[Letterhead of Preston Gates & Ellis LLP]
OPINION OF PRESTON GATES & ELLIS LLP
January 3, 2001
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of 137,062 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
/s/ Richard B. Dodd
By: _________________________________
Richard B. Dodd
