Honeywell 2003 Annual Report Download - page 179

warranties in Section 4.01(c) of the Credit Agreement, applicable to the
Company. We have also assumed that the Credit Agreement is the legal, valid and
binding obligation of each Lender, enforceable against such Lender in accordance
with its terms.
Based upon the foregoing examination and assumptions and upon such
other investigation as we have deemed necessary and subject to the
qualifications set forth below, we are of the opinion that the Credit Agreement
and each of the Notes are the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.
Our opinion above is subject to the following qualifications:
(i) Our opinion above is subject to the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
similar law affecting creditors' rights generally.
(ii) Our opinion above is also subject to the effect of general
principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing (regardless
of whether considered in a proceeding in equity or at law).
(iii) We express no opinion as to the enforceability of the
indemnification provisions set forth in Section 9.04 of the Credit
Agreement to the extent enforcement thereof is contrary to public
policy regarding the exculpation of criminal violations, intentional
harm and acts of willful or gross negligence or recklessness.
(iv) We also express no opinion as to the enforceability of the
provisions of Section 9.15 of the Credit Agreement (concerning
currency conversion for judgments, and judgments in a currency other
than that of the primary currency).
(v) Our opinion above is limited to the law of the State of New
York and the federal law of the United States of America and we do not
express any opinion herein concerning any other law. Without limiting
the generality of the foregoing, we express no opinion as to the
effect of the law of a jurisdiction other than the State of New York
wherein any Lender may be located or wherein enforcement of the Credit
Agreement or any of the Notes may be sought that limits the rates of
interest legally chargeable or collectible.
A copy of this opinion letter may be delivered by any of you to any
Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinion expressed above as if this
opinion letter were addressed and delivered to such Lender on the date hereof.
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