Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

August 17, 1999

OPINION OF COUNSEL

Published on August 17, 1999


Exhibit 5.01

[INTUIT INC. LETTERHEAD]




August 11, 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 10, 1999. The Registration Statement relates to the registration of
131,686 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 Hutchison Avenue Software Corporation Stock Option
Plan dated June 29, 1999 (the "Plan") and assumed by the Company upon the
Company's acquisition of The Hutchison Avenue Software Corporation. The options
were assumed by the Company pursuant to the terms of The Hutchison Avenue
Software Corporation Share Purchase Agreement dated as of June 30, 1999 (the
"Purchase Agreement") by and among the Company, Intuit NS ULC, a wholly owned
subsidiary of the Company, The Hutchison Avenue Software Corporation and the
individuals listed on the Schedule of Sellers attached thereto as Exhibit C.

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 Purchase Agreement, (vi) resolutions of the Board of Directors and
stockholders of The Hutchison Avenue Software Corporation relating to adoption
of the Plan and (vii) resolutions of the Board of Directors of the Company
relating to the Purchase Agreement and the transactions contemplated by the
Purchase 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