Honeywell 2004 Annual Report Download - page 241

EXHIBIT G - FORM OF OPINION OF COUNSEL
TO A DESIGNATED SUBSIDIARY
____________, 20__
To each of the Lenders parties
to the Credit Agreement
(as defined below),
and to Citicorp USA, Inc., as Agent
for said Lenders
Ladies and Gentlemen:
In my capacity as counsel to _____________________ ("Designated
Subsidiary"), I have reviewed that certain Five Year Credit Agreement dated as
of October 22, 2004 among Honeywell International Inc., the Lenders named
therein, and Citicorp USA, Inc., as Agent for such Lenders (the "Credit
Agreement"). In connection therewith, I have also examined the following
documents:
(i) The Designation Letter (as defined in the Credit Agreement)
executed by the Designated Subsidiary.
[such other documents as counsel may wish to refer to]
I have also reviewed such matters of law and examined the original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as I have considered relevant hereto.
Except as expressly specified herein all terms used herein and
defined in the Credit Agreement shall have the respective meanings ascribed to
them in the Credit Agreement.
Based upon the foregoing, I am of the opinion that:
1. The Designated Subsidiary (a) is a corporation duly incorporated,
validly existing and in good standing under the laws of
_________________________, (b) is duly qualified 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 Designated
Subsidiary of its Designation Letter, the Credit Agreement and its Notes,
and the consummation of the transactions contemplated thereby, are within
the Designated Subsidiary's corporate powers, have been duly authorized by
all necessary corporate action, and do not and will