Honeywell 2004 Annual Report Download - page 244

EXHIBIT H - FORM OF OPINION
OF SHEARMAN & STERLING LLP,
COUNSEL TO THE AGENT
[S&S LETTERHEAD]
__________ __, 2004
To the Initial Lenders party to the Credit
Agreement referred to below and to
Citicorp USA, Inc., as Agent
Honeywell International Inc.
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Ladies and Gentlemen:
We have acted as counsel to Citicorp USA, Inc., as Agent (the
"Agent"), in connection with the Credit Agreement, dated as of October 22, 2004
(the "Credit Agreement"), among Honeywell International Inc., a Delaware
corporation (the "Borrower"), and each of you. Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein defined.
In that connection, we have reviewed originals or copies of the
following documents:
(a) The Credit Agreement.
(b) The Notes executed by the Borrower and delivered on the date
hereof.
The documents described in the foregoing clauses (a) and (b) are collectively
referred to herein as the "Opinion Documents."
We have also reviewed originals or copies of such other agreements
and documents as we have deemed necessary as a basis for the opinion expressed
below.
In our review of the Opinion Documents and other documents, we have
assumed:
(A) The genuineness of all signatures.
(B) The authenticity of the originals of the documents
submitted to us.
(C) The conformity to authentic originals of any documents
submitted to us as copies.