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                                    Exhibit 5
                        OPINION OF PRESTON GATES & ELLIS

                               September 20, 1996

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052

      Re:   Registration Statement on Form S-3

Gentlemen:

      In connection with the registration of 345 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