Honeywell 2003 Annual Report Download - page 173

independently established by me, relied upon certificates of the Company or its
officers or of public officials. I have assumed the due execution and delivery,
pursuant to due authorization, of the Credit Agreement by the Initial Lenders
and the Agent.
I am qualified to practice law in the State of New York, and I do not
purport to be expert in, or to express any opinion herein concerning, any laws
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States.
Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the following opinion:
1. The Company (a) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, (b) is duly
qualified as a foreign corporation 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 Company of the
Credit Agreement and the Notes of the Company, and the consummation of the
transactions contemplated thereby, are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, and do
not (i) contravene the Charter or the By-laws or (ii) violate any law
(including, without limitation, the Securities Exchange Act of 1934 and the
Racketeer Influenced and Corrupt Organizations Chapter of the Organized
Crime Control Act of 1970), rule, regulation (including, without
limitation, Regulation X of the Board of Governors of the Federal Reserve
System) or any material order, writ, judgment, decree, determination or
award or (iii) conflict with or result in the breach of, or constitute a
default under, any material indenture, loan or credit agreement, lease,
mortgage, security agreement, bond, note or any similar document. The
Credit Agreement and the Notes of the Company have been duly executed and
delivered on behalf of the Company.
3. No authorization, approval, or other action by, and no notice to or
filing with, any governmental authority, administrative agency or
regulatory body, or any third party is required for the due execution,
delivery and performance by the Company of the Credit Agreement or the
Notes of the Company, or for the consummation of the transactions
contemplated thereby.
4. The Credit Agreement is, and each Note of the Company when
delivered under the Credit Agreement will be, the legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or moratorium or other
similar laws relating to the enforcement of creditors' rights generally or
by the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and
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