Exhibit 5
Honeywell
Law Department
P.O. Box 2245
Morristown, NJ 07962-2245
November 3, 2000
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Assistant General Counsel, Corporate and Finance,
of HoneywellInternational Inc., a Delaware corporation (the "Company"),
I have examined the restated certificate of incorporation and
bylaws of the Company as well as such other documents and
proceedings as I have considered necessary for the purposes
of this opinion. I have also examined and am familiar with
the Company's registration statement on Form S-8 (the
"Registration Statement") as filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, relating to 1,050,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Common Shares"),
which may be issued pursuant to the Supplemental Non-Qualified
Savings Plans for Highly Compensated Employees of Honeywell
International Inc. and its Subsidiaries for Career Bands 5 and
below and for Career Band 6 and above (the "Plan").
Based upon the foregoing, and having regard to legal
considerations which I deem relevant, I am of the opinion
that the Common Shares, when issued pursuant to the terms of
the Plan, shall be validly issued, fully paid and non-
assessable.
I hereby consent to the inclusion of this opinion
letter as an exhibit to the Registration Statement and the
reference to me under the caption "Interests of Named Experts
and Counsel". In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ J. Edward Smith
J. Edward Smith
Assistant General Counsel
Corporate and Finance
