EXHIBIT 5.1
Published on September 15, 2006
EXHIBIT 5.1
[Jones Day Letterhead]
September 15, 2006
Intuit Inc.
2700 Coast Avenue
Mountain View, CA 94043
2700 Coast Avenue
Mountain View, CA 94043
Re: Intuit Inc.
Ladies and Gentlemen:
We are acting as counsel for Intuit Inc., a Delaware corporation (the Company), in
connection with the issuance of up to 63,618 shares of Common Stock, $0.01 par value per share, of
the Company (the Shares) pursuant to the StepUp Commerce, Inc. 2004 Stock Incentive Plan (the
Plan) assumed by the Company pursuant to that certain Agreement and Plan of Merger dated as of
August 14, 2006 to which the Company is a party.
In rendering this opinion, we have examined such documents and records, including an
examination of originals or copies certified or otherwise identified to our satisfaction, and
matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing
and subject to the qualifications and limitations stated herein, we are of the opinion that:
1. The Shares are duly authorized, and when issued and delivered pursuant to the terms of the
Plan and the agreements contemplated thereunder, against payment of the consideration therefor as
provided therein, will be validly issued, fully paid, and nonassessable, provided that such
consideration is at least equal to the stated par value of the Shares.
2. When issued in accordance with the terms of that certain Third Amended and Restated Rights
Agreement, dated as of January 30, 2003, between the Company and American Stock Transfer and Trust
Company, as Rights Agent (the Rights Agreement), the Rights (as defined in the Rights Agreement)
associated with Shares will be validly issued.
Our examination of matters of law in connection with the opinion expressed herein has been
limited to, and accordingly our opinion herein is limited to, the General Corporation Law of the
State of Delaware, including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such law. We express no opinion with respect to any other
law of the State of Delaware or the laws of any other jurisdiction.
The opinion set forth in paragraph 2 is limited to the valid issuance of the Rights under the
corporation laws of the State of Delaware. We do not express any opinion herein with respect to
any other aspect of the Rights, the effect of equitable principles or fiduciary
Intuit Inc.
September 15, 2006
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September 15, 2006
Page 2
considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or
the enforceability or any particular provisions of the Rights Agreement. In rendering the opinion
set forth in paragraph 2 above, we have assumed that the Board of Directors of the Company has
acted and will act in the good faith exercise of its business judgment with respect to the
authorization of the issuance of the Rights and the execution of the Rights Agreement.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of
1933 (the Act). In giving such consent, we do not hereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, | ||
/s/ Jones Day |