EXHIBIT 5.2


                                  TEXTRON INC.
                              40 Westminster Street
                         Providence, Rhode Island 02903


                                                           July 25, 2003


Textron Inc.
40 Westminster Street
Providence, Rhode Island  02903

      Re: Textron Inc. Offering of $250,000,000 4 1/2% Notes due August 1, 2010;
          Registration Statement on Form S-3 (Registration No. 333-84599)
          ----------------------------------------------------------------------

Ladies and Gentlemen:

     I am Senior Associate General Counsel-Securities and Assistant Secretary of
Textron Inc., a Delaware corporation ("Textron"). I have acted as counsel to
Textron in connection with the public offering of $250,000,000 aggregate
principal amount of Textron's 4 1/2% Notes due August 1, 2010 (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 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 will be issued in the form of one or
more Global Notes (collectively, the "Global Note").

     The Notes are being offered pursuant to a prospectus supplement dated July
22, 2003 filed with the Commission pursuant to Rule 424(b)(5) under the
Securities Act on July 24, 2003 (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
July 22, 2003, between Textron and J.P. Morgan Securities Inc., UBS Securities
LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and SG Cowen
Securities Corporation; (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 Global Note (in the form examined
by me) has been duly executed and authenticated in accordance with the terms of
the Indenture and in the manner contemplated in the Prospectus Supplement and
has 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 rules and regulations of the
Commission thereunder.

                                    Very truly yours,


                                    /s/ Michael D. Cahn
                                    --------------------------------------------
                                            Senior Associate General
                                        Counsel-Securities and Assistant
                                                    Secretary