Honeywell 2005 Annual Report Download - page 259

(5) A Certificate of Compliance dated September 7, 2005, attesting to the continued corporate existence and good standing of Aerospatiale in
that jurisdiction.
I have also examined the originals, or copies certified to my satisfaction, of such corporate records of each Borrower (including resolutions adopted by the
Board of Directors of such Borrower), certificates of public officials and of officers of the Borrowers, and agreements, instruments and documents, as I have
deemed necessary as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, I have, when relevant facts were not
independently established by me, relied upon certificates of the Company or its officers or of public officials. I have assumed the due execution and delivery,
pursuant to due authorization, of the Credit Agreement by the Company, the Initial Lenders and the Agent.
I am qualified to practice law in the State of New Jersey and have conferred with counsel qualified in Canada. 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, and after due inquiry, and the Federal laws of Canada.
Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:
1. Each Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation,
(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 each Borrower of the Credit Agreement, and the consummation of the transactions contemplated
thereby, are within such Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the
Charter or the By-laws of such Borrower or (ii) violate any law, 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 each Borrower have been duly executed and delivered on behalf of such Borrower.
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. An action to enforce the Credit Agreement and the Notes against each Borrower could be commenced by a Lender in a court of competent
jurisdiction in the Province of Ontario (an "Ontario Court") in which event an Ontario Court would recognize the choice of New York law as a valid
choice of law to govern the Credit Agreement and the Notes and would apply New
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