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                                February 12, 1996


Microsoft Corporation
One Microsoft Way
Redmond, WA 98052

         Re:      Registration Statement on Form S-3

Gentleman:

         In connection with the registration of 953,849 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 the selling shareholders, (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 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/  Richard B. Dodd
                                                        ____________________
                                                        Richard B. Dodd