Honeywell 2003 Annual Report Download - page 172

EXHIBIT G - FORM OF OPINION
OF GAIL E. LEHMAN,
ASSISTANT GENERAL COUNSEL FOR THE COMPANY
__________ __, 2003
To each of the Lenders parties
to the Credit Agreement
(as defined below),
and to Citibank, N.A.,
as Agent for said Lenders
Honeywell International Inc.
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(e)(iv) of
the 364-Day Credit Agreement dated as of November 26, 2003 among Honeywell
International Inc. (the "Company"), the Lenders parties thereto, and Citibank,
N.A., as Agent for said Lenders (the "Credit Agreement"). Terms defined in the
Credit Agreement are, unless otherwise defined herein, used herein as therein
defined.
I have acted as counsel for the Company in connection with the
preparation, execution and delivery of the Credit Agreement.
In that connection I have examined:
(1) The Credit Agreement.
(2) The documents furnished by the Company pursuant to Article III of
the Credit Agreement, including the Certificate of Incorporation of the
Company and all amendments thereto (the "Charter") and the By-laws of the
Company and all amendments thereto (the "By-laws").
(3) A certificate of the Secretary of State of the State of Delaware,
dated ____________, 2003, attesting to the continued corporate existence
and good standing of the Company in that State.
I have also examined the originals, or copies certified to my satisfaction, of
such corporate records of the Company (including resolutions adopted by the
Board of Directors of the Company), certificates of public officials and of
officers of the Company, and agreements, instruments and documents, as I have
deemed necessary as a basis for the opinions hereinafter expressed. As to
questions of fact material to such opinions, I have, when relevant facts were
not