Honeywell 2004 Annual Report Download - page 238

EXHIBIT F - FORM OF OPINION
OF GAIL E. LEHMAN,
ASSISTANT GENERAL COUNSEL FOR THE COMPANY
__________ __, 2004
To each of the Lenders parties
to the Credit Agreement
(as defined below),
and to Citicorp USA, Inc.,
as Agent for said Lenders
Honeywell International Inc.
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Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(e)(iv) of
the Five Year Credit Agreement dated as of October 22, 2004 among Honeywell
International Inc. (the "Company"), the Lenders parties thereto, and Citicorp
USA, Inc., 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 ____________, 2004, 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