1

                                                                Exhibit 5





                              September 18, 1995






Microsoft Corporation
One Microsoft Way
Redmond, WA 98052

        Re:     Registration Statement on Form S-3
                ----------------------------------

Gentlemen:

        In connection with the registration of 11,325 shares of common stock,
par value $.00005 per share (the "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 Shares by Glen and Gail Giaimo or Ann S. Woodliff, (collectively
the "Selling Security Holders"), 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 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




                                        By   /s/ Mark R. Beatty
                                             Mark R. Beatty