Exhibit 5
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June 25, 1997




Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408


Gentlemen:

Reference is made to the Registration Statement on Form S-8 which Honeywell Inc.
(`Honeywell') is filing with the Securities and Exchange Commission to register,
pursuant to the Securities Act of 1933, 7,500,000 shares of Honeywell Common
Stock issuable upon the exercise of options to be granted under the 1997
Honeywell Stock and Incentive Plan (the `Plan').

I have examined such records, documents and matters of law and have satisfied
myself as to such matters of fact as I have considered relevant for the purposes
of this opinion.  Based upon the foregoing, I am of the opinion that:

1.   The Plan has been duly authorized and adopted by appropriate corporate
     action, including approval of the Plan by the stockholders of Honeywell at
     its Annual Meeting of Stockholders held on April 15, 1997.

2.   The Honeywell Common Stock to be issued upon the exercise of options
     granted pursuant to the Plan will, upon issuance pursuant to the terms of
     the Plan, be legally issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to said Registration
Statement.


                                   By: /s/ Warren E. Simpson
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                                       Warren E. Simpson
                                       Senior Counsel