OPINION OF COUNSEL
Published on December 14, 1998
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
December 14, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Subject: Intuit Inc.
Ladies and Gentlemen
This opinion is provided in connection with a Form S-8 Registration Statement
(the "Registration Statement") being filed by Intuit Inc. (the "Company") on or
about December 14, 1998. The Registration Statement relates to the registration
of 1,000,000 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
1998 Option Plan for Mergers and Acquisitions, as adopted on November 11, 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 Bylaws of the Company, as amended to date, (iv) the Plan and (v)
resolutions of the Board of Directors of the Company relating to adoption 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
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Catherine L. Valentine
Vice President, General Counsel and Secretary