OPINION OF COUNSEL
Published on January 30, 1998
EXHIBIT 5.01
[INTUIT INC. LETTERHEAD]
January 30, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Subject: Intuit Inc.
Ladies and Gentlemen
This opinion in provided in connection with a Form S-8 Registration
Statement (the "Registration Statement") being filed by Intuit Inc. (the
"Company") on or about January 30, 1998. The Registration Statement relates to
the registration of 2,105,000 shares of the Company's Common Stock, par value
$0.01 per share (the "Shares"). The Shares have been reserved for issuance
under the Company's 1993 Equity Incentive Plan, as amended through January 16,
1998 (the "Plan").
For purposes of this opinion, I have examined copies of (i) the
Registration Statement, (ii) the Certificate of Incorporation of the Company, as
amended to date, (iii) the By-laws of the Company, as amended to date, (iv) the
Plan and (v) resolutions of the Board of Directors and stockholders of the
Company relating to adoption and amendment of the Plan. In rendering the opinion
expressed herein, I have assumed the genuineness of all signatures, the
authenticity of all documents, instruments and certificates purporting to be
originals, the conformity with the original documents, instruments and
certificates of all documents, instruments and certificates purporting to be
copies, and the legal capacity to sign of all individuals executing documents,
instruments and certificates. I have also assumed that all Shares will be issued
pursuant to the Plan for a purchase price of not less than $0.01 per share.
Based upon and subject to the foregoing and to the effectiveness of the
Registration Statement, I am of the opinion that the Shares that may be issued
by the Company pursuant to the Plan, when issued and paid for in accordance with
the Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit thereby that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ CATHERINE L. VALENTINE
Catherine L. Valentine
Vice President and General Counsel