EXHIBIT 5.01

[FENWICK & WEST LLP LETTERHEAD]


EXHIBIT 5.01


January 30, 2001


Intuit Inc.
2535 Garcia Avenue
Mountain View, CA 94043

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (the
"REGISTRATION STATEMENT") to be filed by Intuit Inc., a Delaware corporation
(the "COMPANY"), on or about January 30, 2001 with the Securities and Exchange
Commission (the "COMMISSION") in connection with the registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT") and the proposed
issuance and sale, from time to time by the Company of its (a) shares of common
stock, $0.01 par value (the "COMMON STOCK"), (b) shares of preferred stock,
$0.01 par value, in one or more series (the "PREFERRED STOCK") and (c) debt
securities, in one or more series (the "DEBT SECURITIES" and together with the
Common Stock and the Preferred Stock, the "SECURITIES"), having a maximum
aggregate public offering price of up to $500,000,000 (or the equivalent in one
or more foreign currencies). The Securities may be sold from time to time as set
forth in the Registration Statement, the prospectus contained therein (the
"PROSPECTUS") and the supplements to the Prospectus (the "PROSPECTUS
SUPPLEMENTS").

In rendering this opinion, we have examined the following:

(1) the Certificate of Incorporation of the Company, as certified by
the Secretary of State of Delaware on January 26, 2001;

(2) the Bylaws of the Company, as certified by the Assistant
Secretary of the Company on January 26, 2001;

(3) the Registration Statement, together with the exhibits filed as
a part thereof;

(4) the Prospectus;

(5) the resolutions of the Company's Board of Directors adopted at a
meeting on January 17, 2001 with respect to the Registration
Statement and Securities and certified by the Assistant
Secretary of the Company;

(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations;

(7) a statement from the Company as of the date hereof as to the
number of (i) outstanding options, warrants and rights to
purchase Common Stock and (ii) any additional shares of Common
Stock reserved for future issuance in connection with the
Company's stock option and purchase plans and all other plans,
agreements or rights;

(8) a statement from the Company's transfer agent as to the number
of outstanding shares of Common Stock; and

(8) the Company's fiscal 2000 Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q and current Reports on
Form 8-K.

In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinions expressed herein are not
accurate.

Based upon the foregoing, and the paragraphs following the numbered
paragraphs below, we are of the opinion that:

1. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action of the Company and its stockholders,
the Common Stock, including any Common Stock that may be issuable pursuant to
the conversion of any of the Preferred Stock or Debt Securities, will be duly
and validly authorized; and when such shares of Common Stock have been issued
and the certificates representing shares of Common Stock are duly executed by
the Company, countersigned, registered, sold and delivered in the manner and for
the consideration stated in the Registration Statement, the Prospectus and any
Prospectus Supplement relating thereto (as amended as of the date of such
issuance, sale and delivery), the applicable definitive purchase, underwriting
or similar agreement and the Company's then-current Certificate of
Incorporation, the Common Stock will be validly issued, fully paid and
nonassessable.

2. When appropriate corporate action has been taken by the Company and
its stockholders, including (a) the approval of the terms of any particular
series of the Preferred Stock and (b) the authorization of the execution and
filing of a certificate of designation conforming to the Delaware General
Corporation Law regarding such series of the Preferred Stock (the "CERTIFICATE
OF DESIGNATION") with the Secretary of State of the State of Delaware, the
Preferred Stock will be duly and validly authorized; and when the filing of the
Certificate of Designation with the Secretary of State of the State of Delaware
has duly occurred, shares of such series of the Preferred Stock have been
issued, certificates representing the shares of Preferred Stock are duly
executed by the Company, countersigned, registered, sold and delivered in the
manner and for the consideration stated in the Registration Statement, the
Prospectus and any Prospectus Supplement relating thereto (as amended as of the
date of such issuance, sale and delivery), the applicable definitive purchase,
underwriting or similar agreement, and in accordance with the terms, and within
the number of authorized shares thereof, of the particular series as established
by the Company's Board of Directors or a duly authorized committee of the Board
of Directors, the Preferred Stock will be validly issued, fully paid and
nonassessable.

In connection with our opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, the authorization
of the Securities by the Company and its stockholders, as applicable, will be
applicable to such Security and will not have been modified or rescinded and
that there will not have occurred any change in law affecting the validity or
enforceability of such Security. We have also assumed that the terms of any
Security to be established subsequent to the date hereof, the

issuance and delivery of such Security and the compliance by the Company with
the terms of such Security will not violate any applicable law (including,
without limitation, any law relating to usury) or result in a violation of any
provision of any instrument or agreement then binding upon the Company or any
restriction imposed by any court or governmental body having jurisdiction over
the Company.

The Company has informed us that it intends to issue the Securities from
time to time on a delayed or continuous basis. We are basing this opinion on our
understanding that, prior to issuing any Securities, the Company will advise us
in writing of the terms thereof and other information material thereto, will
afford us an opportunity to review the operative documents pursuant to which
such Securities are to be issued (including the Registration Statement, the
Prospectus and the applicable Prospectus Supplement, as then in effect, and the
applicable definitive purchase, underwriting or similar agreement) and will file
such supplement or amendment to this opinion (if any) as we may reasonably
consider necessary or appropriate with respect to such Securities. However, we
undertake no responsibility to monitor the Company's future compliance with
applicable laws, rules or regulations of the Commission or other governmental
body. We also assume the Company will timely file any and all supplements to the
Registration Statement and Prospectus as are necessary to comply with applicable
laws in effect from time to time.

We are members of the Bar of the State of California, and the foregoing
opinions are limited to the existing laws of the State of California, the
federal laws of the United States of America and, with respect to the validity
of corporate action and the requirements for the issuance of securities, the
existing laws of the State of Delaware. Our opinions are rendered only with
respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.

We also call the Company's attention to the fact that under various
reports published by committees of the State Bar of California, certain
assumptions, qualifications and exceptions are implicit in opinions of lawyers.
Although we have expressly set forth some assumptions, qualifications and
exceptions herein, we are not limiting or omitting any others set forth in the
various reports or otherwise deemed standard by practice for lawyers in
California.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus prepared in connection therewith and,
provided that the conditions set forth in this letter are satisfied, any
amendments or supplements thereto. In giving this consent we do not thereby
admit that we come within the category of persons whose consent is required by
the Securities Act or by the rules and regulations promulgated thereunder.

This opinion speaks only as of its date and is intended solely for use
in connection with the issuance and sale of the Securities subject to the
Registration Statement and is not to be relied upon for any other purpose.

Very truly yours,
/s/ Fenwick & West LLP

Fenwick & West LLP