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EXHIBIT 8.1
[LETTERHEAD OF SHEARMAN & STERLING]
December 4, 2000
212-848-5370
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
Ladies and Gentlemen:
We have acted as counsel for General Electric Company, a New York
corporation ("Parent"), in connection with the preparation, execution and
delivery of the Agreement and Plan of Merger, dated as of October 22, 2000 (the
"Agreement"), between Parent, and Honeywell International Inc., a Delaware
corporation (the "Company"), and documents related or incidental thereto and
transactions to be effected thereunder. You have requested our opinion
concerning certain United States federal income tax consequences of the merger
of General Electric 2000 Merger Sub, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Parent ("Merger Subsidiary"), with and into the
Company (the "Merger") pursuant to the Agreement. Unless otherwise defined,
capitalized terms used herein have the meanings assigned to them in the
Agreement or in the Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") which will be included in the Registration Statement on
Form S-4 (the "Registration Statement") filed by Parent with the Securities and
Exchange Commission (the "Commission"). All section references herein are made
to the corresponding section of the Internal Revenue Code of 1986, as amended
(the "Code").
In delivering this opinion, we have reviewed and relied upon facts and
descriptions set forth in the Registration Statement, the Agreement and related
documents pertaining to the Merger. We also have relied upon certificates of
officers of Parent and the Company (the "Officers' Certificates"). We have
assumed that the Officers' Certificates, respectively, have been executed and
delivered by appropriate officers of Parent and the Company and are true and
correct. We also have assumed that the certifications made in the Officers'
Certificates, respectively, will continue to be true and correct as of the
Effective Time of the Merger unless we receive written notification from Parent
or the Company prior to the Effective Time of the Merger.
Based on the foregoing and the Code, the Income Tax Regulations issued by
the United States Treasury Department thereunder, rulings of the Internal
Revenue Service and court decisions, all as in effect on the date hereof, we are
of the opinion that if the Merger is completed in accordance with the terms and
conditions of the Agreement, and if the statements set forth in the Officers'
Certificates are true and correct on the date hereof and at the Effective Time
of the Merger, for United States federal income tax purposes:
1. The Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Code.
2. Parent, Merger Subsidiary, and the Company each will be a "party to
the reorganization" within the meaning of Section 368(b) of the Code.
3. The discussion entitled "Material United States Federal Income Tax
Consequences of the Merger" in the Proxy Statement/Prospectus, insofar as it
relates to statements of law or legal conclusions, is correct in all
material respects. We hereby adopt such discussion as our opinion.
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In accordance with customary practice relating to opinion letters, our
opinions speak only as of the date hereof, and, subject to the assumptions and
conditions set forth above, the Effective Time of the Merger, and we disclaim
any duty to update such opinions.
In accordance with requirements of Item 601(b)(23) of Regulation S-K under
the Securities Act of 1933, as amended (the "Act"), we hereby consent to the
filing of this opinion with the Commission as an exhibit to the Registration
Statement at the time of the filing thereof, and to the references made to us
under the captions "Material United States Federal Income Tax Consequences of
the Merger" and "Legal Matters" in the Proxy Statement/Prospectus. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Shearman & Sterling
