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EXHIBIT 5(A)
ITT INDUSTRIES, INC.
4 West Red Oak Lane
White Plains, NY 10604
July 20, 2000
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
Dear Sirs:
I am familiar with the ITT Industries 1986 Incentive Stock Plan and the
1994 ITT Industries Incentive Stock Plan (the "Plans") of ITT Industries, Inc.,
an Indiana corporation ("ITT Industries"), under which an additional 6,500,000
shares of ITT Industries common stock, par value $1 per share, will be made
available for issuance (the "Shares"). I have acted as counsel to ITT Industries
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to the registration under the Act of the Shares and 6,500,000 Series A
Participating Cumulative Preferred Stock Purchase Rights (the "Rights") which
are appurtenant to, and trade with, the Shares. I have examined such records,
documents and proceedings as I have deemed relevant and necessary as a basis for
the opinion expressed herein.
Based upon the foregoing, I am of the opinion that authorized but
previously unissued Shares which may be issued pursuant to the provisions of the
Plans as set forth in the Registration Statement and ITT Industries' policies
relating thereto, and any conditions or restrictions relating thereto shall have
been satisfied, will be legally authorized, issued, fully paid and
non-assessable. When the Rights are issued in accordance with the terms of the
Plans and the Rights Plan between ITT Industries and The Bank of New York, as
Rights Agent, the Rights will be duly and validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
ROBERT W. BEICKE
Robert W. Beicke
Vice President, Associate General
Counsel
and Assistant Secretary
