EXHIBIT 5.2(a)
TEXTRON INC.
40 Westminster Street
Providence, Rhode Island 02903
November 19, 2001
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
Re: Textron Inc.
Offering of $300,000,000 6.375% Notes due November 15,
2008; Registration Statement on Form S-3 (Registration No.
333-84599)
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Textron
Inc., a Delaware corporation ("Textron"). I have acted as counsel to
Textron in connection with the public offering of $300,000,000 aggregate
principal amount of Textron's 6.375% Notes due November 15, 2008 (the
"Notes") pursuant to a Registration Statement on Form S-3 (No. 333-84599)
filed by Textron, Textron Capital II and Textron Capital III (together with
Textron Capital II, the "Textron Trusts") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), on August 5, 1999 (the "Registration Statement").
The Registration Statement relates to the offering and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act, of up to an aggregate offering price of
$2,000,000,000 of unsecured senior debt securities, unsecured subordinated
debt securities, unsecured junior subordinated debt securities, common
stock and preferred stock of Textron, preferred securities of each of the
Textron Trusts and guarantees by Textron for the benefit of the holders of
such preferred securities of the Textron Trusts.
The Notes are being offered pursuant to a prospectus supplement
dated November 15, 2001 filed with the Commission pursuant to Rule
424(b)(5) of the Securities Act on November 16, 2001 (the "Prospectus
Supplement"), which supplements Textron's prospectus dated August 11, 1999
(the "Prospectus"). The Notes are to be issued under the Indenture, dated
as of September 10, 1999, between Textron and The Bank of New York, as
trustee (the "Indenture").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of: (i) the
Restated Certificate of Incorporation of Textron, as currently in effect;
(ii) the By-Laws of Textron, as currently in effect; (iii) the Registration
Statement as filed with the Commission; (iv) the Prospectus and the
Prospectus Supplement as filed with the Commission; (v) the form of the
Notes; (vi) an executed copy of the Indenture; (vii) an executed copy of
the Underwriting Agreement, dated as of November 15, 2001, between Textron
and J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit
Suisse First Boston Corporation, Banc One Capital Markets, Inc., Barclays
Capital Inc., Fleet Securities, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated; (viii) the Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended, on Form T-1 of The Bank
of New York, as trustee under the Indenture with respect to the Notes; (ix)
pertinent resolutions of Textron's Board of Directors and committees
thereof; and (x) written actions of delegates of such committees. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of Textron and such agreements, certificates
of public officials, certificates of officers or other representatives of
Textron and others, and such other documents, certificates and records as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed or to be executed
by parties other than Textron, I have assumed that such parties had or will
have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on
such parties. In addition, I have assumed that the Notes, when executed,
will be executed in substantially the form reviewed by me. As to any facts
material to the opinions expressed herein which I have not independently
established or verified, I have relied upon oral or written statements and
representations of officers and other representatives of Textron and
others.
I am admitted to the bar in the States of New York and Rhode
Island, and I express no opinion as to the laws of any jurisdiction other
than such States and the General Corporation Law of the State of Delaware
(including the applicable provisions of the Delaware Constitution and the
reported judicial interpretations interpreting these laws). I am not
admitted to the practice of law in the State of Delaware.
Based upon and subject to the foregoing and the other
qualifications set forth herein, it is my opinion that when the Notes (in
the form examined by me) have been duly executed and authenticated in
accordance with the terms of the Indenture and in the manner contemplated
in the Prospectus Supplement and have been delivered in accordance with the
Underwriting Agreement against payment of the agreed-upon consideration
therefor set forth therein, the Notes will constitute valid and binding
obligations of Textron, entitled to the benefits of the Indenture and
enforceable against Textron in accordance with their terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity).
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. I also consent to the
references to me under the captions "Legal Opinions" in the Registration
Statement and "Legal Matters" in the Prospectus Supplement. In giving such
consent, I do not thereby admit that I am included in the category of
persons whose consent is required under Section 7 of the Securities Act or
the Regulations.
Very truly yours,
/s/ Michael D. Cahn
Associate General Counsel and
Assistant Secretary