OPINION OF COUNSEL
Published on August 3, 1999
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
August 2, 1999
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 August 2, 1999. The Registration Statement relates to the registration of
160,970 shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"). The Shares have been reserved for issuance upon the exercise of
options granted under the Boston Light Software Corp. 1999 Amended and Restated
Stock Option/Stock Issuance Plan (the "Plan") and assumed by the Company upon
the Company's acquisition of Boston Light Software Corp. The options were
assumed by the Company pursuant to the terms of an Agreement and Plan of Merger
dated as of June 18, 1999 (the "Merger Agreement") by and among the Company,
Spyponder Acquisition Corp., a wholly owned subsidiary of the Company, Boston
Light Software Corp. and Paul English and Karl Berry, and an Assumption
Agreement dated as of August 2, 1999 between the Company and each optionee (the
"Assumption Agreement").
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, (v)
the Merger Agreement, (vi) the form of Assumption Agreement, (vii) resolutions
of the Board of Directors and stockholders of Boston Light Software Corp.
relating to adoption and amendment of the Plan and (viii) resolutions of the
Board of Directors of the Company relating to the Merger Agreement and the
transactions contemplated by the Merger Agreement, including assumption of the
options. 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