EXHIBIT 5
June 18, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: ADOBE SYSTEMS INCORPORATED AMENDED 1997 EMPLOYEE STOCK PURCHASE PLAN--
REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for Adobe Systems Incorporated, a Delaware corporation (the
"Company"), I am rendering this opinion in connection with the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about June 21, 1999 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of up to 2,500,000
shares of the Company's Common Stock, par value $0.0001, authorized for issuance
pursuant to the Adobe Systems Incorporated Amended 1997 Employee Stock Purchase
Plan (the "Plan").
I have examined all instruments, documents and records which I deemed relevant
and necessary for the basis of my opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
I am admitted to practice only in the State of California and I 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, I
have based my opinion solely upon my examination of such laws and the rules and
regulations of the authorities administering such laws, all as reported in
standard, unofficial compilations. I have not obtained opinions of counsel
licensed to practice in jurisdictions other than the State of California.
Based on such examination, I am of the opinion that the 2,500,000 shares which
may be issued pursuant to the Plan are duly authorized shares of the Company's
Common Stock, and, when issued in accordance with the provision of the Plan,
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of my name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ Cheryl K. House
Cheryl K. House
Corporate Securities Counsel
Adobe Systems Incorporated