EXHIBIT 5.2
[LETTERHEAD OF NAUTA DUTILH]
The Board of Directors of
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
United States of America
The Board of Managing Directors of
Honeywell Finance B.V.
Laarderhoogtweg 18
1101 EA Amsterdam Zuidoost
The Netherlands
Amsterdam, August 18, 1997
Ladies and Gentlemen:
This opinion is rendered to you at your request in connection with the
proposed issuance from time to time of up to US$600,000,000 aggregate principal
amount of debt securities (the "Debt Securities") pursuant to a Registration
Statement on Form S-3 (the "Registration Statement") by Honeywell Inc., a
Delaware corporation with its corporate seat at Minneapolis, Minnesota
("Honeywell"), Honeywell Canada Limited, a corporation incorporated under the
laws of the province of Ontario, Canada, with its corporate seat at Toronto,
Ontario ("Honeywell Canada") and Honeywell Finance B.V., a private limited
liability company under Netherlands law with its corporate seat at Amsterdam,
the Netherlands (the "Company"). The Debt Securities offered by the Company and
Honeywell Canada will be unconditionally guaranteed as to principal of and any
premium and interest by Honeywell and will be issued under an indenture (the
"Subsidiary Indenture") in the form to be filed as Exhibit 4.2 to the
Registration Statement.
For the purposes of this opinion, I have solely examined and relied on the
following documents:
(i) a photocopy of the deed of incorporation, containing the articles of
association of the Company (the "Articles of Association"), dated April 28,
1982 stating that the statement of no objection from the Minister of Justice
in The Netherlands has been obtained on April 27, 1982 with number B.V.
246.768, certified by the Commercial Register of the Chamber of Commerce and
Industry for Amsterdam-Haarlem, The Netherlands; and
(ii) an extract dated August 14, 1997 (the "Company Extract") from the
Commercial Register of the Chamber of Commerce and Industry for
Amsterdam-Haarlem, relating to the Company, confirmed to me by telephone to
be correct on the date hereof.
As to matters of fact I have relied upon the documents I have examined.
The following opinion is limited in all respects to the laws of The
Netherlands with general applicability as they stand at the present time and as
they are interpreted under published case law of the Netherlands courts at the
date hereof. I do not express any opinion on public international law or on the
rules of or promulgated under or by any treaty or treaty organization.
The Board of Directors of
Honeywell Inc.
The Board of Managing Directors of
Honeywell Finance B.V.
August 18, 1997
Page 2
This opinion shall be governed by and shall be construed and have effect in
accordance with the laws of The Netherlands.
In rendering this opinion I have assumed that:
(a) all documents submitted to me and the signatures and initials
thereon are genuine and that all documents submitted to me as photocopies or
facsimile copies are in conformity with the originals and that all documents
will be executed in the form of the drafts submitted to me.
Based upon and subject to the foregoing and subject to the qualification
listed below and to any matters, documents or events not disclosed to me, I am
at the date hereof, of the following opinion:
1. The Company has been duly incorporated and is validly existing under
the laws of The Netherlands as a legal entity in the form of a "besloten
vennootschap met beperkte aansprakelijkheid". The Company Extract and our
inquiries made today by telephone with the Commercial Register of the
Chamber of Commerce for Amsterdam-Haarlem, the bankruptcy registrar (in
Dutch: faillissementsgriffie) of the District Court in Amsterdam and the
civil registrar (in Dutch: civiele griffie) of the District Court in
Amsterdam has revealed no information that the Company has been dissolved
(in Dutch: ontbonden), granted a suspension of payments (in Dutch: surseance
van betaling) or declared bankrupt (in Dutch: failliet verklaard).
The opinion expressed above is subject to the following qualification:
(i) Our inquiries with the Commercial Register of the Chamber of
Commerce for Amsterdam-Haarlem and with the bankruptcy registrar and the
civil registrar of the District Court in Amsterdam referred to in paragraph
1 above do not provide conclusive evidence that the Company has not been
dissolved, granted a suspension of payments or declared bankrupt.
This opinion speaks as of its date. Without my prior written consent this
opinion may not be disclosed to or relied upon by any person other than you and
your legal advisers. I hereby consent to your filing this opinion as an exhibit
to the Registration Statement and to the reference to Nauta Dutilh under the
caption "Validity of Debt Securities and Guarantee" contained in the Prospectus
included in the Registration Statement.
Sincerely,
/S/ C. REINOUD BREDIUS
------------------------------------------------------------------------------
C. Reinoud Bredius