Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 1, 2013

Exhibit 5.01

 

   140 Scott Drive   
   Menlo Park, California 94025   
   Tel: +1.650.328.4600 Fax: +1.650.463.2600
   www.lw.com   
LOGO    FIRM / AFFILIATE OFFICES   
   Abu Dhabi    Milan   
   Barcelona    Moscow   
   Beijing    Munich   
   Boston    New Jersey   
   Brussels    New York   
November 1, 2013    Chicago    Orange County   
   Doha    Paris   
   Dubai    Riyadh   
   Düsseldorf    Rome   
   Frankfurt    San Diego   
   Hamburg    San Francisco   
Intuit Inc.    Hong Kong    Shanghai   
2700 Coast Avenue    Houston    Silicon Valley   
Mountain View, California 94043    London    Singapore   
   Los Angeles    Tokyo   
   Madrid    Washington, D.C.   

 

  Re: Registration Statement on Form S-8;

569,214 shares of Common Stock, par value $0.01

per share

Ladies and Gentlemen:

We have acted as special counsel to Intuit Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 569,214 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issuable pursuant to outstanding equity awards assumed by the Company pursuant to the terms of that certain Stock Purchase Agreement dated as of October 23, 2013 by and among the Company, the stockholders (the “Stockholders”) of Level Up Analytics, Inc. (“Level Up”) and the shareholder representative thereunder (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company assumed such outstanding equity awards of Level Up under Level Up’s 2012 Stock Plan, as amended (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 31, 2013 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan have been duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.


November 1, 2013

Page 2

 

LOGO

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ LATHAM & WATKINS LLP