Exhibit 5.1
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Su Ping Lu Vice President and Corporate Secretary | | Honeywell 855 South Mint Street Charlotte, NC 28202 www.honeywell.com |
August 1, 2024
Honeywell International Inc.
855 South Mint Street
Charlotte, NC 28202
| Re: | Honeywell International Inc. |
Registration Statement on Form S-3
Ladies and Gentlemen:
I am Vice President and Corporate Secretary of Honeywell International Inc., a Delaware corporation (the “Company”). This opinion is being rendered in connection with the issuance and sale of the Company’s $1,150,000,000 4.650% Senior Notes Due 2027, the $1,000,000,000 4.700% Senior Notes Due 2030, the $650,000,000 4.750% Senior Notes Due 2032 and the $700,000,000 5.000% Senior Notes Due 2035 (collectively, the “Notes”) in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-260437) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act. The Registration Statement contains a prospectus (the “Shelf Prospectus”) relating to the issuance and sale by the Company from time to time, as shall be set forth in one or more supplements to the Shelf Prospectus, of the Company’s debt. The $700,000,000 5.000% Notes due 2035 constitute a further issuance of, and form a single series with, the $750,000,000 aggregate principal amount of 5.000% Senior Notes due 2035 issued by the Company on March 1, 2024.
As counsel for the Company, I have examined such documents, including the Registration Statement, the Indenture between the Company and Deutsche Bank Trust Company Americas, as trustee, as may be supplemented from time to time (the “Indenture”), the Amended and Restated Certificate of Incorporation and By-laws, as amended, of the Company and certain resolutions of the Board of Directors of the Company (the “Board”) relating to issuance of the Notes (the “Resolutions”). I have also reviewed such questions of law as I have considered necessary and appropriate for the purposes of the opinions set forth below.
In rendering the opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding, and enforceable obligations of such parties. As to questions of fact material to this opinion, I have relied upon certificates of officers of the Company and of public officials. I have also assumed that, at the time of the authentication and delivery of the Notes, the