Exhibit 5.1

[Letterhead of Davis Polk & Wardwell LLP]

January 26, 2010

Adobe Systems Incorporated
345 Park Avenue
San Jose, CA 95110

Dear Ladies and Gentlemen:

We have acted as special counsel for Adobe Systems Incorporated, a Delaware corporation (the “Company”), in connection with the Company’s offering of $600,000,000 aggregate principal amount of its 3.250% Notes due 2015, and $900,000,000 aggregate principal amount of its 4.750% Notes due 2020 (collectively, the “Notes”) in an underwritten public offering pursuant to an underwriting agreement dated January 25, 2010 (the “Underwriting Agreement”) among the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc. (the “Representatives”), as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”). The Notes are to be issued pursuant to an Indenture dated as of January 25, 2010 (the “Indenture”) by and between the Company and Wells Fargo Bank, National Association, as Trustee, and an Officer’s Certificate to be issued pursuant thereto on or about February 1, 2010.

We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.

On the basis of the foregoing, we advise you that, in our opinion, the Notes have been duly authorized in accordance with the Indenture, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

Adobe Systems Incorporated January 26, 2010 pg. 2

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.

Very truly yours,

/s/ Davis Polk & Wardwell LLP