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Seems I had 2 problems with the CMAKE settings, first was that WITH_CUDA was selected (as default!), second was that to compile for 64 bits only change the CMAKE_*_LINKER_FLAGS to /machine:x64 dont mess with the WIN32 settings even though it looks like they are 32 bit, its legacy windows shit, setting them to WIN64 will also cause VS to fail to compile. Then you have to rebuild ALL followed by the INSTALL project, in both debug and release, add the path to where the DLL's are located, link and include the libraries. I also unchecked the WITH_WIN32UI, probably not a good idea since cvshow then doesn't work. Would be nice if doiing a 64 bit opencv build on windows is better documented