OPINION OF FENWICK & WEST LLP
Published on April 29, 1998
EXHIBIT 5.01
April 28, 1998
Intuit Inc.
2535 Garcia Avenue
Mountain View, California 94043
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
File No. 333-50417 (the "Registration Statement") filed by you on April 17, 1998
with the Securities and Exchange Commission in connection with the proposed
issuance and sale, from time to time by you of (a) shares of your common stock,
$0.01 par value (the "Common Stock", (b) shares of your preferred stock, $0.01
par value, in one or more series (the "Preferred Stock") and (c) your debt
securities, in one or more series (the "Debt Securities"), having an aggregate
public offering price of up to $300,000,000. (The Common Stock, Preferred Stock
and Debt Securities are referred to, collectively, as the "Securities.") The
Common Stock, the Preferred Stock and the Debt Securities are to be sold from
time to time as set forth in the Registration Statement, the Prospectus
contained therein (the "Prospectus") and the supplements to the Prospectus (the
"Prospectus Supplements"). The Debt Securities may be either senior debt
securities (the "Senior Debt Securities") or subordinated debt securities (the
"subordinated Debt Securities"). The Senior Debt Securities are to be issued
pursuant to a Senior Indenture, which has been filed as an exhibit to the
Registration Statement (the "Senior Indenture"), to be entered into between the
Company and Chase Manhattan Bank and Trust Company, National Association, as
Trustee (the "Senior Trustee"). The Subordinated Debt Securities are to be
issued pursuant to a Subordinated Indenture, which has been filed as an exhibit
to the Registration Statement (the "Subordinated Indenture", together with the
Senior Indenture, the "Indentures"), to be entered into between the Company and
Chase Manhattan Bank and Trust Company, National Association, as Trustee (the
"Subordinated Trustee"). The Debt Securities are to be issued in the forms of
Debt Securities included in the Indentures filed as exhibits to the Registration
Statement.
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof, in connection with the Registration Statement;
(2) the Prospectus prepared in connection with the Registration Statement;
(3) the action by written consent of your Board of Directors with respect
to the Registration Statement and Securities;
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April 29, 1998
Page 2
(4) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations; and
(5) a statement from the Company's transfer agent as to the number of
outstanding shares of the Company's Common Stock on the date hereof.
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 legal capacity of all natural persons executing the same, 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 included in the documents referred
to above. We have made no independent investigation or other attempt 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, we are of the opinion that:
1. When the issuance of shares of Common Stock has been duly authorized by
appropriate corporate action, the Common Stock, including any Common Stock that
may be issuable pursuant to the conversion of any of the Preferred Stock or Debt
Securities, when issued, sole and delivered in the manner and for the
consideration stated in the Registration Statement, the Prospectus and any
Prospectus Supplement relating thereto, as amended as of the date of such
issuance, sale and delivery, will be validly issued, fully paid and
nonassessable.
2. When (a) the terms of any particular series of the Preferred Stock have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of the Preferred
Stock, (b) a statement of designation conforming to the Delaware General
Corporation Law regarding such series of the Preferred Stock has been filed with
the Secretary of State of the State of Delaware and (c) shares of such series of
the Preferred Stock have been issued, sold and delivered in the manner and for
the consideration stated in the Registration Statement, the Prospectus and any
Prospectus Supplement relating thereto, as amended as of the date of such
issuance, sale and delivery, and in accordance with the terms of the particular
series as established by the Company's Board of Directors, the Preferred Stock
will be validly issued, fully paid and nonassessable.
3. When (a) the Indenture filed as Exhibit 4.01 or 4.02 to the
Registration Statement under which any Debt Securities will be issued have been
duly executed and delivered and qualified under the Trust Indenture Act of 1939,
as amended, (b) any supplemental indenture supplementing the Indenture under
which any of the Debt Securities will be issued have been duly executed and
delivered, (c) the terms of such Debt Securities have been established in
accordance with the appropriate Indenture, supplemental indenture and the
resolutions of the Company's Board of Directors authorizing the creation,
issuance and sale of the such Debt Securities, (d) such Debt Securities have
been executed and authenticated in accordance with the
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April 29, 1998
Page 3
terms of the appropriate indenture and (e) such Debt Securities have been
issued, sold and delivered in the manner and for the consideration stated in
the appropriate Indenture and Supplemental Indenture and the Registration
Statement, the Prospectus and any Prospectus Supplement relating thereto, as
amended as of the date of such issuance, sale and delivery, such Debt
Securities will be legal, valid and binding obligations of the Company,
entitled to the benefits of the Senior Indenture or the Subordinated Indenture,
as applicable, subject to bankruptcy, insolvency, reorganization or other
similar laws affecting generally the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).
In connection with our opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such Security, the Registration
Statement will have been declared effective under the Securities Act, that the
authorization of the Securities will be applicable to such Security and will
not have been modified or rescinded and that there will not have occurred any
change in law affecting the validity or enforceability of such Security. We
have also assumed that the terms of any Security to be established subsequent
to the date hereof, the issuance and delivery of such Security and the
compliance by the Company with the terms of such Security will not violate any
applicable law or result in a violation of any provision of any instrument or
agreement then binding upon the Company or any restriction imposed by any court
or governmental body having jurisdiction over the Company.
You have informed us that you intend to issue the Securities from time to
time on a delayed or continuous basis. This opinion is limited to the laws,
including the rules and regulations, as in effect on the date hereof. We are
basing this opinion on our understanding that, prior to issuing any Securities,
you will advise us in writing of the terms thereof and other information
material thereto, will afford us an opportunity to review the operative
documents pursuant to which such Securities are to be issued (including the
Registration Statement, the Prospectus and the applicable Prospectus supplement,
as then in effect) and will file such supplement or amendment to this opinion
(if any) as we may reasonably consider necessary or appropriate with respect to
such Securities.
We are members of the Bar of the State of California, and the foregoing
opinion is limited to the existing laws of the State of California, the
existing General Corporation Law of the State of Delaware without reference to
case law or secondary sources, and the existing federal laws of the United
States of America.
Since we are admitted to practice law in the State of California, we
express no opinion as to whether or not the laws of any jurisdiction other than
those identified and limited above, are applicable to the Indentures. Since the
laws of New York are named in the Indentures as the governing law, in giving
this opinion, we have assumed that the laws of New York are the same as the
relevant laws of California and that the choice of laws of the State of New York
as the governing law of the Indentures would be given effect.
We also call your attention to the fact that under various reports
published by committees of the State Bar of California, certain assumptions,
qualifications and exceptions are implicit in opinions of lawyers. Although we
have expressly set forth some assumptions, qualifications and exceptions
herein, we are not limiting or omitting any others set forth in the various
reports or otherwise deemed standard by practice for lawyers in California.
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April 29, 1998
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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 prepared in connection therewith and any
amendments or supplements thereto.
This opinion speaks only as of its date and is intended solely for your use
as an exhibit to the Registration Statement and is not to be relied upon for any
other purpose.
Very truly yours,
/S/ FENWICK & WEST LLP
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Fenwick & West LLP