[Honeywell Inc. Letterhead]
Exhibit 5.1
Board of Directors
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
Ladies and Gentlemen:
I am Vice President and General Counsel of Honeywell Inc., a
Delaware corporation (the "Company"). The Company proposes to issue from time
to time up to $550,000 aggregate principal amount of debt securities (the
"Debt Securities") pursuant to a Registration Statement on Form S-3 (File No.
333-4125) filed by the Company with the Securities and Exchange Commission, and
a Registration Statement on Form S-3 filed by the Company with the Securities
and Exchange Commission for the purpose of registering additional Debt
Securities, pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(collectively, the "Registration Statement"). The Debt Securities will be
issued under an Indenture (the "Indenture") dated as August 1, 1994 between the
Company and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee").
I have examined such documents, including resolutions of the
Board of Directors adopted on April 16, 1996 and February 18, 1997 (the
"Resolutions"), and have reviewed such questions of law, as I have considered
necessary and appropriate for the purposes of my opinion set forth below. In
rendering my opinion 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
Board of Directors
Honeywell Inc.
March 12, 1997
Page 2
obligations of such parties. As to questions of fact material to my opinion, I
have relied upon certificates of officers of the Company and of public
officials. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture incorporated by reference as
Exhibit 4.1 to the Registration Statement.
Based on the foregoing, I am of the opinion that:
1. When the specific terms of a series of Debt Securities have
been specified in a Supplemental Indenture or an Officer's Certificate, which
has been executed and delivered to the Trustee by an officer of the Company
authorized to do so by the Resolutions, such series of Debt Securities will have
been duly authorized by all requisite corporate action and, when executed and
authenticated as specified in the Indenture and delivered against payment
therefor pursuant to the terms described in the Registration Statement and as
specified by an officer of the Company authorized to do so by the Resolutions,
will constitute valid and binding obligations of the Company, enforceable in
accordance with the terms of such series.
The opinion set forth above is subject to the following
qualifications and exceptions:
(a) My opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law
of general application affecting creditors' rights.
(b) My opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of
whether considered in a proceeding in equity or at law).
(c) In rendering the opinion set forth above, I have assumed
that, at the time of the authentication and delivery of a series of
Securities, the Resolutions referred to above will not have been
modified or rescinded, there will not have occurred any change in the
law affecting the authorization, execution, delivery, validity or
enforceability of the Securities, the Registration Statement will have
been declared effective by the Commission and will continue to be
effective, none of the particular terms of a series of Securities will
violate any applicable law and neither the issuance and sale thereof nor
the compliance by the Company with the terms thereof will result in a
violation of any agreement or instrument then binding upon the
Board of Directors
Honeywell Inc.
March 12, 1997
Page 3
Company or any order of any court or governmental body having
jurisdiction over the Company.
(d) As of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency or
currency unit in a federal or State court in the United States
ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion into United
States dollars of the foreign currency or currency unit in which a
particular Debt Security is denominated will depend upon various
factors, including which court renders the judgment. Under Section 27
of the New York Judiciary Law, a state court in the State of New York
rendering a judgment on a Debt Security would be required to render such
judgment in the foreign currency or currency unit in which such Debt
Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of
entry of the judgment.
My opinion expressed above is limited to the laws of the
State of New York, the Delaware General Corporation Law and the federal laws of
the United States of America.
I hereby consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to me under the caption
"Validity of Debt Securities" contained in the Prospectus included therein.
Dated: March 12, 1997
Very truly yours,
/s/ Edward D. Grayson, Esq.
Edward D. Grayson, Esq.