Honeywell 2005 Annual Report Download - page 261

EXHIBIT F - FORM OF OPINION
OF SHEARMAN & STERLING LLP,
COUNSEL TO THE AGENT
[S&S LETTERHEAD]
__________ __, 2005
To the Initial Lenders party to the Credit
Agreement referred to below and to
Citibank, N.A., Canadian Branch, as Agent
Honeywell International Inc.
Ladies and Gentlemen:
We have acted as counsel to Citibank, N.A., Canadian Branch, as Agent (the "Agent"), in connection with the Credit Agreement, dated as of
September 9, 2005 (the "Credit Agreement"), among Honeywell International Inc., a Delaware corporation (the "Company"), the borrowers parties thereto
and each of you. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined.
In that connection, we have reviewed originals or copies of the following documents:
(a) The Credit Agreement.
(b) The Notes executed by the Borrowers and delivered on the date hereof.
The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the "Opinion Documents." The Company and the
Borrowers are collectively referred to herein as the "Loan Parties".
We have also reviewed originals or copies of such other agreements and documents as we have deemed necessary as a basis for the opinion
expressed below.
In our review of the Opinion Documents and other documents, we have assumed:
(A) The genuineness of all signatures.
(B) The authenticity of the originals of the documents submitted to us.
(C) The conformity to authentic originals of any documents submitted to us as copies.
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