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                             PILLSBURY WINTHROP LLP
ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004-1490 212.858.1000 F:212.858.1500



                                                                    EXHIBIT 5.02
January 30, 2001




Intuit Inc.
2535 Garcia Avenue
Mountain View, California  94043



Ladies and Gentlemen:

We have acted as special New York counsel for Intuit Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company on the
date hereof with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") with respect
to the issuance from time to time pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act") of an aggregate public offering price of up to
$500,000,000 (or the equivalent in one or more other currencies) of the
Company's (i) debt securities (the "Debt Securities"), (ii) shares of its
preferred stock, $0.01 par value, and (iii) shares of its common stock, $0.01
par value, including related preferred stock purchase rights. The Debt
Securities may be either senior debt securities (the "Senior Debt Securities")
or subordinated debt securities (the "Subordinated Debt Securities"). The Senior
Debt Securities are to be issued pursuant to a Senior Indenture (the "Senior
Indenture"), to be entered into between the Company and the trustee named in the
Senior Indenture. The Subordinated Debt Securities are to be issued pursuant to
a Subordinated Indenture (the "Subordinated Indenture"), to be entered into
between the Company and Chase Manhattan Bank and Trust Company, National
Association, as trustee.

In so acting, we have reviewed the form of the Senior Indenture filed as Exhibit
4.01 to the Registration Statement, the form of Senior Debt Security included
therein, the form of the Subordinated Indenture filed as Exhibit 4.02 to the
Registration Statement, and the form of Subordinated Debt Security included
therein. In connection with the foregoing, we have made such other inquiries and
investigations of law as we have deemed necessary or appropriate as a basis for
this opinion. In such review, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the conformity to the original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of all such documents and all documents submitted to us as original
documents. As to questions of fact material to this opinion, we have relied upon
our review of the documents referred to above and to the accuracy and
completeness of the information set forth in the Registration Statement. We have
undertaken no independent investigation or verification of factual matters
related to this opinion.

Based upon the foregoing and on the assumptions, and subject to the
qualifications, set forth herein, we are of the opinion that:
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1. Assuming (i) the applicable provisions of the Securities Act, the Trust
Indenture Act of 1939 (the "Trust Indenture Act"), and the securities or "blue
sky" laws of various states shall have been complied with, (ii) the Senior
Indenture, including any supplemental indenture thereto under which any Senior
Debt Securities will be issued, shall have been duly authorized, executed and
delivered by the parties thereto, (iii) the terms of such Senior Debt Securities
shall have been established in accordance with (a) the Senior Indenture, as
supplemented by any such supplemental indenture, and (b) the resolutions of the
Board of Directors of the Company authorizing the creation, issuance and sale of
such Senior Debt Securities, and (iv) such Senior Debt Securities shall have
been duly authorized, executed and authenticated in accordance with the terms of
the Senior Indenture and delivered against the consideration therefor to be set
forth in the supplement or supplements to the prospectus constituting a part of
the Registration Statement, such Senior Debt Securities will be legal, valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws of
general application relating to or affecting creditors' rights, by general
principles of equity (regardless of whether considered in a proceeding at law or
in equity), and by an implied covenant of good faith, fair dealing and
reasonableness, and such Senior Debt Securities will be entitled to the benefits
of the Senior Indenture.

2. Assuming (i) the applicable provisions of the Securities Act, the Trust
Indenture Act and the securities or "blue sky" laws of various states shall have
been complied with, (ii) the Subordinated Indenture, including any supplemental
indenture thereto under which any Subordinated Debt Securities will be issued,
shall have been duly authorized, executed and delivered by the parties thereto,
(iii) the terms of such Subordinated Debt Securities shall have been established
in accordance with (a) the Subordinated Indenture, as supplemented by any such
supplemental indenture, and (b) the resolutions of the Board of Directors of the
Company authorizing the creation, issuance and sale of such Subordinated Debt
Securities, and (iv) such Subordinated Debt Securities shall have been duly
authorized, executed and authenticated in accordance with the terms of the
Subordinated Indenture and delivered against the consideration therefor to be
set forth in the supplement or supplements to the prospectus constituting a part
of the Registration Statement, such Subordinated Debt Securities will be legal,
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws of general application relating to or affecting creditors' rights, by
general principles of equity (regardless of whether considered in a proceeding
at law or in equity), and by an implied covenant of good faith, fair dealing and
reasonableness, and such Subordinated Debt Securities will be entitled to the
benefits of the Subordinated Indenture.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Pillsbury Winthrop LLP