OPINION OF COUNSEL
Published on December 10, 1999
EXHIBIT 5.01
December 10, 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 December 10, 1999. The Registration Statement relates to the registration
of 1,211,527 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 Rock Financial Corporation Amended and Restated 1996
Stock Option Plan (the "Plan") and assumed by the Company upon the Company's
acquisition of Rock Financial Corporation. The options were assumed by the
Company pursuant to the terms of an Agreement and Plan of Merger dated as of
October 6, 1999 (the "Merger Agreement") by and among the Company, Merger Sub 1,
Inc., a wholly-owned subsidiary of the Company, Merger Sub 2, Inc., a
wholly-owned subsidiary of the Company, Rock Financial Corporation and Title
Source, Inc. and an Assumption Agreement dated as of December 10, 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, and (vii)
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/ Virginia R. Coles
Virginia R. Coles
Assistant General Counsel and
Assistant Secretary