Honeywell 2005 Annual Report Download - page 258

Exhibit 10.24
EXHIBIT E - FORM OF OPINION
OF GAIL E. LEHMAN,
ASSISTANT GENERAL COUNSEL OF THE BORROWERS
September 9, 2005
To each of the Lenders parties
to the Credit Agreement
(as defined below),
and to Citibank, N.A., Canadian Branch,
as Agent for said Lenders Honeywell International Inc.
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(e)(v) of the 364-Day Credit Agreement dated as of September 9, 2005 among
Honeywell International Inc. (the "Company"), Honeywell ASCA Inc. ("ASCA"), Honeywell Limited/Honeywell Limitee, ("Limited") And Honeywell
Aerospatiale Inc. ("Aerospatiale", and together with ASCA and Limited, the "Borrowers"),parties thereto, the Lenders parties thereto, and Citibank, N.A.,
Canadian Branch, as Agent for said Lenders (the "Credit Agreement"). Terms defined in the Credit Agreement are, unless otherwise defined herein, used
herein as therein defined.
I have acted as counsel for the Borrowers in connection with the preparation, execution and delivery of the Credit Agreement.
In that connection I have examined:
(1) The Credit Agreement.
(2) The documents furnished by each Borrower pursuant to Article III of the Credit Agreement, including the Certificate of Incorporation of
each Borrower and all amendments thereto (the "Charter") and the By-laws of each Borrower and all amendments thereto (the "By-laws").
(3) A Certificate of Compliance dated September 7, 2005, attesting to the continued corporate existence and good standing of ASCA in that
jurisdiction.
(4) A Certificate of Compliance dated September 7, 2005, attesting to the continued corporate existence and good standing of Limited in that
jurisdiction.