EXHIBIT 5
[GRAY CARY WARE FREIDENRICH LETTERHEAD]
May 30, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: ADOBE SYSTEMS INCORPORATED 1994 STOCK OPTION PLAN -- REGISTRATION
STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for Adobe Systems Incorporated, a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 5,600,000
shares of the Company's Common Stock which may be issued pursuant to the
exercise of options granted under the Adobe Systems Incorporated 1994 Stock
Option Plan (the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice
in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 5,600,000
shares which may be issued upon the exercise of options granted under the
Plan are duly authorized shares of the Company's Common Stock, and, when
issued against payment of the purchase price therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and non-assessable.
GRAY CARY WARE FREIDENRICH
Securities and Exchange Commission
May 30, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE FREIDENRICH
GRAY CARY WARE FREIDENRICH
A Professional Corporation