OPINION OF FENWICK & WEST

EXHIBIT 5.01





November 25, 1996


Intuit Inc.
2535 Garcia Avenue
Mountain View, California 94043

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about November 25, 1996 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,000,000 additional shares of your Common Stock (the "Stock") subject to
issuance by you pursuant to the Intuit Inc. 1993 Equity Incentive Plan (the
"Plan").

In rendering this opinion, we have examined the following:

(1) the Registration Statement, together with the Exhibits filed
as a part thereof, including, without limitation the Plan and
related documents;

(2) the Prospectus prepared in connection with the Plan and with
the Registration Statement;

(3) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors relating to the Plan and
the increase by 3,000,000 shares of the number of shares of
Stock covered thereby;

(4) the Certificate of Incorporation of Intuit, as amended through
January 18, 1996 and the Bylaws of Intuit, both as certified
by Intuit on November 25, 1996; and

(5) a management certificate of even date herewith in which you
have given us certain factual representations.

In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the lack of any undisclosed terminations, modifications, waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information and records included in the
documents referred to above. We have made no independent investigations or other
attempts to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would lead us to believe that the opinion expressed
herein is not accurate.

Based upon the foregoing, it is our opinion that the 3,000,000 shares
of Stock that may be issued and sold by you pursuant to the Plan when issued and
sold in accordance with the Plan and in the



manner referred to in the Prospectus associated with the Registration Statement,
and, in the case of shares of Stock issuable upon exercise of stock options,
the stock options issued thereunder, will be legally issued, fully paid and
nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.

This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.

Very truly yours,


FENWICK & WEST LLP


By:____________________