Honeywell 2004 Annual Report Download - page 246

the Opinion Documents or such transactions solely because such law, rule or
regulation is part of a regulatory regime applicable to the specific assets or
business of any party to any of the Opinion Documents or any of its affiliates.
Based upon the foregoing and upon such other investigation as we
have deemed necessary and subject to the qualifications set forth below, we are
of the opinion that each Opinion Document is the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms.
Our opinion expressed above is subject to the following
qualifications:
(a) Our opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally (including without limitation all laws relating to
fraudulent transfers).
(b) Our opinion is 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).
(c) We express no opinion with respect to the enforceability of
indemnification provisions, or of release or exculpation provisions,
contained in the Opinion Documents to the extent that enforcement thereof
is contrary to public policy regarding the indemnification against or
release or exculpation of criminal violations, intentional harm or
violations of securities laws.
(d) We express no opinion with respect to the enforceability of any
indemnity against loss in converting into a specified currency the
proceeds or amount of a court judgment in another currency.
(e) Our opinion is limited to Generally Applicable Law.
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 person may rely on the opinion expressed above as if this
opinion letter were addressed and delivered to such person on the date hereof.
This opinion letter is rendered to you in connection with the
transactions contemplated by the Opinion Documents. This opinion letter may not
be relied upon by you or any person entitled to rely on this opinion pursuant to
the preceding paragraph for any other purpose without our prior written consent.
This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of
this opinion letter that might affect the opinion expressed herein.
Very truly yours,
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