Honeywell 2005 Annual Report Download - page 263

the generality of the foregoing definition of Generally Applicable Law, the term "Generally Applicable Law" does not include any law, rule or regulation that
is applicable to the Loan Parties, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime
applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
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 each Loan Party that is a party thereto, enforceable against such
Loan Party in accordance with its terms.
Our opinion expressed above is subject to the following qualifications:
(a) Our opinion is subject to (i) 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) and (ii) possible judicial action giving effect to governmental
actions or foreign laws affecting creditors' rights.
(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
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