Honeywell 2003 Annual Report Download - page 178

EXHIBIT I - FORM OF OPINION
OF SHEARMAN & STERLING LLP,
COUNSEL TO THE AGENT
[S&S LETTERHEAD]
__________ __, 2003
To the Initial Lenders party to the
Credit Agreement referred
to below and to Citibank, N.A.,
as Agent
Ladies and Gentlemen:
We have acted as special New York counsel to Citibank, N.A., as Agent,
in connection with the preparation, execution and delivery of the 364-Day Credit
Agreement dated as of November 26, 2003 (the "Credit Agreement"), among
Honeywell International Inc., a Delaware corporation (the "Company"), and each
of you (each a "Lender"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
In that connection, we have examined a counterpart of the Credit
Agreement executed by the Company, the Revolving Credit Notes executed by the
Company and delivered on the date hereof (for purposes of this opinion letter,
the "Notes") and, to the extent relevant to our opinion expressed below, the
other documents delivered by the Company pursuant to Section 3.01 of the Credit
Agreement.
In our examination of the Credit Agreement, the Notes and such other
documents, we have assumed, without independent investigation (a) the due
execution and delivery of the Credit Agreement by all parties thereto and of the
Notes by the Company, (b) the genuineness of all signatures, (c) the
authenticity of the originals of the documents submitted to us and (d) the
conformity to originals of any documents submitted to us as copies.
In addition, we have assumed, without independent investigation, that
(i) the Company is duly organized and validly existing under the laws of the
jurisdiction of its organization and has full power and authority (corporate and
otherwise) to execute, deliver and perform the Credit Agreement and the Notes
and (ii) the execution, delivery and performance by the Company of the Credit
Agreement and the Notes have been duly authorized by all necessary action
(corporate or otherwise) and do not (A) contravene the certificate of
incorporation, bylaws or other constituent documents of the Company, (B)
conflict with or result in the breach of any document or instrument binding on
the Company or (C) violate or require any governmental or regulatory
authorization or other action under any law, rule or regulation applicable to
the Company other than New York law or United States federal law applicable to
borrowers generally or, assuming the correctness of the Company's statements
made as representations and