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Exhibit 5
[Letterhead of Cleary, Gottlieb, Steen & Hamilton]
December 13, 2000
United Technologies Corporation
One Financial Plaza
Hartford, Connecticut 06101
Ladies and Gentlemen:
We have acted as special counsel to United Technologies Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
Registration Statement on Form S-3 (the "Registration Statement") relating to
the offering from time to time, together or separately and in one or more
series, of (i) unsubordinated, non-convertible debt securities (the "Debt
Securities"), (ii) warrants to purchase Debt Securities (the "Debt Warrants"),
(iii) warrants, the value of which is related to the value of various currencies
(the "Currency Warrants") and (iv) warrants, the value of which is related to
various stock or other indices (the "Stock-Index Warrants"). The Debt Warrants,
Currency Warrants and Stock-Index Warrants are referred to herein collectively
as the "Warrant Securities", and the Debt Securities and Warrant Securities are
referred to herein collectively as the "Offered Securities." The Offered
Securities being registered under the Registration Statement, together with
securities registered under previously filed registration statements
(Registration Nos. 333-91959 and 333-89041), will have an aggregate initial
offering price of up to $1,000,000,000 or the equivalent thereof in foreign
currencies or composite currencies and will be offered on a continuous or
delayed basis pursuant to the provisions of Rule 415 under the Securities Act.
The Debt Securities are to be issued under an indenture dated as of
April 1, 1990 (the "Indenture") between the Company and State Street Bank and
Trust Company (as successor to The Connecticut National Bank), as trustee (the
"Trustee"). The Debt Warrants are to be issued from time to time under one or
more debt warrant agreements (each a "Debt Warrant Agreement"), the Currency
Warrants are to be issued from time to time under one or more currency warrant
agreements (each a "Currency Warrant Agreement") and the Stock-Index Warrants
are to be issued from time to time under one or more stock-index warrant
agreements
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(each a "Stock-Index Warrant Agreement" and, together with the Debt Warrant
Agreements and the Currency Warrant Agreements, the "Warrant Agreements"), each
to be entered into by the Company and one or more institutions, as warrant
agents (each a "Warrant Agent"), each as identified in the applicable Warrant
Agreement.
We have reviewed the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.
With regard to the Indenture, we draw your attention to the fact that
the Trust Indenture Reform Act of 1990 (the "Trust Indenture Reform Act") became
law on November 15, 1990. The Trust Indenture Reform Act provides, among other
things, that outstanding indentures such as the Indenture shall be deemed to be
amended and certain provisions thereof superseded. Our opinions are given on
the basis that the Indenture has been so amended and certain of its provisions
so superseded, as contemplated by the Trust Indenture Reform Act, and the term
"Indenture," as hereinafter used, shall mean the indenture so amended and
superseded.
Based upon the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The execution and delivery of the Indenture have been duly
authorized by all necessary corporate action of the Company, and the Indenture
has been duly executed and delivered by the Company, and qualified under the
Trust Indenture Act of 1939, as amended, and is a valid, binding and enforceable
agreement of the Company.
3. The execution and delivery of the Debt Securities to be issued
under the Indenture have been duly authorized by all necessary corporate action
of the Company and the Debt Securities will be duly issued and will constitute
valid, binding and enforceable obligations of the Company, entitled to the
benefits of the Indenture.
4. The execution and delivery of the Warrant Securities have been
duly authorized by all necessary corporate action of the Company and the Warrant
Securities will be duly issued and will constitute valid, binding and
enforceable obligations of the Company.
5. The execution and delivery of the Warrant Agreements have been
duly authorized by all necessary corporate action of the Company and the Warrant
Agreements will constitute valid, binding and enforceable obligations of the
Company.
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Insofar as the foregoing opinions relate to the valid existence and
good standing of the Company, they are based solely on a certificate of good
standing received from the Secretary of State of the State of Delaware and on a
telecopy confirmation from such Secretary of State. Insofar as the foregoing
opinions relate to the validity, binding effect or enforceability of any
agreement or obligation of the Company (a) we have assumed that each other party
to such agreement or obligation has satisfied or, prior to issuance of the
Offered Securities, will satisfy those legal requirements that are applicable to
it to the extent necessary to make such agreement or obligation enforceable
against it and (b) such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to general
principles of equity.
In rendering the opinion expressed in paragraph 3 above, we have
assumed that each series of Debt Securities will be issued with an original
aggregate principal amount (or in the case of Debt Securities issued at original
issue discount, an aggregate issue price) of $2,500,000 or more.
In rendering the opinions expressed in numbered paragraphs 3, 4 and 5
above, we have further assumed that (i) all Offered Securities will be issued
and sold in compliance with applicable law, (ii) the Offered Securities will be
sold and delivered to, and paid for by, the purchasers at the price and in
accordance with the terms of an agreement or agreements duly authorized and
validly executed and delivered by the parties thereto, (iii) the Company will
authorize the offering and issuance of the Offered Securities and will
authorize, approve and establish the final terms and conditions thereof and of
any applicable Warrant Agreement and will take any other appropriate additional
corporate action, and (iv) certificates representing the Offered Securities will
be duly executed and delivered and, to the extent required by the applicable
Indenture or Warrant Agreement, duly authenticated and countersigned.
We note that by statute the law of the State of New York provides that
a judgment or decree rendered in a currency other than the currency of the
United States shall be converted into U.S. dollars at a rate of exchange
prevailing on the date of entry of the judgment or decree. There is no
corresponding federal statute and no controlling federal court decision on this
issue. Accordingly, we express no opinion as to whether a federal court would
award a judgment in a currency other than U.S. dollars or, if it did so, whether
such court would order the conversion of such judgment into U.S. dollars.
The foregoing opinions are limited to the federal law of the United
States of America, the law of the State of New York and the General Corporation
Law of the State of Delaware (including the applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the General
Corporation Law of the State of Delaware).
We hereby consent to the use of our name in the prospectus
constituting a part of the Registration Statement and in any prospectus
supplements related thereto under the heading "Validity of the Securities" as
counsel for the Company who have passed on the validity of the Debt Securities,
Debt Warrants, Currency Warrants and Stock-Index Warrants being registered by
the Registration Statement and as having prepared this opinion, and to the use
of this opinion as a part (Exhibit 5) of the Registration Statement. In giving
such consent, we do not thereby
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admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ David Lopez
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David Lopez, a Partner
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