EX-5.01
Published on August 5, 2009
Exhibit 5.01
OPINION AND CONSENT OF COUNSEL, SHEARMAN & STERLING LLP
[SHEARMAN & STERLING LETTERHEAD]
August 5, 2009
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
2700 Coast Avenue
Mountain View, California 94043
Ladies and Gentlemen:
We have acted as counsel for Intuit Inc., a Delaware corporation (the Company), in connection
with the preparation and filing by the Company of a registration statement on Form S-8
(Registration Statement) with the Securities and Exchange Commission (the Commission) relating
to the registration under the Securities Act of 1933, as amended (the Securities Act), of 178,564
shares of the Companys common stock, par value $0.01 per share (the Shares), that may be issued
from time to time pursuant to the PayCycle, Inc. 1999 Equity Incentive Plan (the Plan).
In that connection, we have reviewed originals or copies identified to our satisfaction of the
following documents:
(a) The Registration Statement;
(b) The restated certificate of incorporation and by-laws of the Company, as amended and restated;
and
(c) Originals or copies of such other corporate records of the Company, certificates of public
officials and of officers of the Company, and agreements and other documents as we have deemed
necessary as a basis for the opinions expressed below.
In our review, we have assumed:
(a) The genuineness of all signatures;
(b) The authenticity of the originals of the documents submitted to us;
(c) The conformity to authentic originals of any documents submitted to us as copies; and
(d) As to matters of fact, the truthfulness of the representations made in certificates of public
officials and officers of the Company.
We have not independently established the validity of the foregoing assumptions.
1
Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, and
we do not express any opinion herein concerning any other law.
Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion
that the Shares have been duly authorized by the Company in conformity with the Companys restated
certificate of incorporation and, when (a) issued and delivered by the Company in accordance with
the terms of the Plan, and (b) paid for in full in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and non-assessable.
This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to
advise you of any development or circumstance of any kind, including any change of law or fact that
may occur after the date of this opinion letter that might affect the opinions expressed herein.
We understand that this opinion is to be used in connection with the Registration Statement. We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ SHEARMAN & STERLING LLP
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SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP
ORGANIZED IN THE
UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH
LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.
ORGANIZED IN THE
UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH
LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.