EX-5.1
Published on June 27, 2014
Exhibit 5.1
140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
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June 27, 2014
Intuit Inc. 2700 Coast Avenue Mountain View, California 94043 |
FIRM / AFFILIATE OFFICES | |||||
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Re: | Registration Statement on Form S-8; 369,730 |
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 369,730 shares of common stock, par value $0.01 per share (the Shares), of the Company issuable pursuant to outstanding unvested options and restricted stock units assumed by the Company pursuant to the terms of that certain Agreement and Plan of Merger dated as of May 23, 2014 by and among the Company, Cheetah Merger Sub, Inc., a wholly owned subsidiary of the Company (Merger Sub), Check Inc. (Check) and Shareholder Representative Services LLC, (the Stockholder Representative) thereunder (the Merger Agreement). Pursuant to the Merger Agreement, the Company assumed such outstanding unvested options and restricted stock units of Check under the Check Inc. Second Restated 2007 Stock Option Incentive Plan and the Netgate Software Ltd Israeli Sub Plan to the Check Inc. Second Restated 2007 Stock Option Incentive Plan (together, the Plan). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the Act), to be filed with the Securities and Exchange Commission (the Commission) on June 27, 2014 (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 (not less than 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
June 27, 2014
Page 2
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.
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 |