Honeywell 2004 Annual Report Download - page 245

(D) As to matters of fact, the truthfulness of the
representations made in the Credit Agreement.
(E) That each of the Opinion Documents is the legal, valid
and binding obligation of each party thereto, other than
the Borrower, enforceable against each such party in
accordance with its terms.
(F) That:
(1) The Borrower is an entity duly organized and validly
existing under the laws of the jurisdiction of its
organization.
(2) The Borrower has full power to execute, deliver and
perform, and has duly executed and delivered, the Opinion
Documents.
(3) The execution, delivery and performance by the
Borrower of the Opinion Documents have been duly authorized by
all necessary action (corporate or otherwise) and do not:
(a) contravene its certificate or articles of
incorporation, by-laws or other organizational
documents;
(b) except with respect to Generally Applicable
Law, violate any law, rule or regulation applicable to
it; or
(c) result in any conflict with or breach of any
agreement or document binding on it.
(4) Except with respect to Generally Applicable Law, no
authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body
or (to the extent the same is required under any agreement or
document binding on it of which an addressee hereof has
knowledge, has received notice or has reason to know) any
other third party is required for the due execution, delivery
or performance by the Borrower of any Opinion Document or, if
any such authorization, approval, action, notice or filing is
required, it has been duly obtained, taken, given or made and
is in full force and effect.
We have not independently established the validity of the foregoing
assumptions.
"Generally Applicable Law" means the federal law of the United
States of America, and the law of the State of New York (including the rules or
regulations promulgated thereunder or pursuant thereto), that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Borrower, the Opinion Documents or the
transactions governed by the Opinion Documents. Without limiting the generality
of the foregoing definition of Generally Applicable Law, the term "Generally
Applicable Law" does not include any law, rule or regulation that is applicable
to the Borrower,
2