Honeywell 2002 Annual Report Download - page 162

EXHIBIT H - FORM OF OPINION OF COUNSEL
TO A DESIGNATED SUBSIDIARY
____________, 19__
To each of the Lenders parties
to the Credit Agreement
(as defined below),
and to Citibank, N.A., as Agent
for said Lenders
Ladies and Gentlemen:
In my capacity as counsel to _____________________ ("Designated
Subsidiary"), I have reviewed that certain 364-Day Credit Agreement dated as of
November 27, 2002 among Honeywell International Inc., the Lenders named therein,
and Citibank, N.A., as Agent for such Lenders (the "Credit Agreement"). In
connection therewith, I have also examined the following documents:
(i) The Designation Letter (as defined in the Credit Agreement)
executed by the Designated Subsidiary.
[such other documents as counsel may wish to refer to]
I have also reviewed such matters of law and examined the original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as I have considered relevant hereto.
Except as expressly specified herein all terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to them in
the Credit Agreement.
Based upon the foregoing, I am of the opinion that:
1. The Designated Subsidiary (a) is a corporation duly incorporated,
validly existing and in good standing under the laws of
_________________________, (b) is duly qualified in each other jurisdiction
in which it owns or leases property or in which the conduct of its business
requires it to so qualify or be licensed and (c) has all requisite
corporate power and authority to own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be
conducted.
2. The execution, delivery and performance by the Designated
Subsidiary of its Designation Letter, the Credit Agreement and its Notes,
and the consummation of the transactions contemplated thereby, are within
the Designated Subsidiary's corporate powers, have been duly authorized by
all necessary corporate action, and do not and will