Honeywell 2005 Annual Report Download - page 256

I am qualified to practice law in the State of New Jersey, and I do not purport to be expert in, or to express any opinion herein concerning, any
laws other than the laws of the State of New Jersey, State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the
United States.
Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:
1. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is duly
qualified as a foreign corporation 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 Company of the Credit Agreement, and the consummation of the transactions contemplated
thereby, are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the
Charter or the By-laws or (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or any material order, writ, judgment, decree, determination or award or (iii) conflict with or
result in the breach of, or constitute a default under, any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note
or any similar document. The Credit Agreement and the Notes of the Company have been duly executed and delivered on behalf of the Company.
3. The execution, delivery and performance by the Borrowers of the Credit Agreement and the Notes of each Borrower, and the consummation
of the transactions contemplated thereby do not violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer
Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation,
Regulation X of the Board of Governors of the Federal Reserve System) or any material order, writ, judgment, decree, determination or award.
4. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, administrative agency or
regulatory body, or any third party is required for the due execution, delivery and performance by the Company or any Borrower of the Credit
Agreement or the Notes of the Borrowers, or for the consummation of the transactions contemplated thereby.
5. The Credit Agreement is, and each Note of each Borrower when delivered under the Credit Agreement will be, the legal, valid and binding
obligation of the Company and each Borrower enforceable against the Company and each Borrower in accordance with their respective terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement
of creditors' rights generally or by the application of general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and except that I express no opinion as to (i) the subject matter jurisdiction of the District Courts of the United States
of America to adjudicate any controversy relating to the Credit Agreement or the Notes of the
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