EX-5.01
Published on December 15, 2009
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
December 15, 2009
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
100 F Street NE
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 15, 2009. The
Registration Statement relates to the registration of 12,000,000 shares of the Companys Common
Stock, par value $0.01 per share (the Shares). Up to 9,000,000 of such Shares (the EIP Shares)
have been reserved for issuance under the Companys 2005 Equity Incentive Plan, as adopted on
December 9, 2004 and amended on December 16, 2005, December 15, 2006, December 14, 2007, December
16, 2008, and December 15, 2009 (the EIP Plan) and up to 3,000,000 of such Shares (the the ESPP
Shares) have been reserved for issuance under the Companys Employee Stock Purchase Plan, as
adopted on October 7, 1996 and amended through December 15, 2009 (the ESPP), collectively, the
Plans.
For purposes of this opinion, I have examined copies of (i) the Registration Statement, (ii) the
Companys Certificate of Incorporation, as amended to date, (iii) the Companys Bylaws, as amended
to date, (iv) the Plans, and (v) resolutions of the Board of Directors and records of the Annual
Meeting of Stockholders of the Company relating to adoption and approval of the Plans. 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 the effectiveness of the Registration Statement, I am
of the opinion that the EIP Shares and the ESPP Shares that may be issued by the Company pursuant
to the applicable Plan, when issued and paid for in accordance with the applicable Plan, will be
validly 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, |
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/s/ LAURA A. FENNELL | ||||
Laura A. Fennell | ||||
Senior Vice President, General
Counsel and Corporate Secretary Intuit Inc. |