Honeywell
                                  P.O. Box 1057
                            Morristown, NJ 07962-1057

September 8, 2000

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

         I am Assistant General Counsel, Corporate and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"). The Company proposes
to issue from time to time in accordance with Rule 415 under the Securities Act
of 1933 up to U.S. $2,000,000,000 aggregate principal amount of debt securities
(the "Debt Securities") or common stock, par value $1.00 per share ("Common
Stock") or preferred stock without par value ("Preferred Stock", and
collectively with Debt Securities and Common Stock, "Securities") pursuant to a
Registration Statement on Form S-3 (the "Registration Statement").

         As counsel for the Company, I have examined such documents, including
the Registration Statement, the Indenture dated as of October 1, 1985 with The
Chase Manhattan Bank as supplemented from time to time (the "Indenture"), the
restated certificate of incorporation and by-laws of the Company and certain
resolutions of the Board of Directors of the Company (the "Board") relating to
issuance of Securities (the "Resolutions"). I have also reviewed such questions
of law as I have considered necessary and appropriate for the purposes of the
opinions set forth below.

         In rendering the opinions set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to me as copies. I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding, and enforceable obligations of
such parties. As to questions of fact material to this opinion, I have relied
upon certificates of officers of the Company and of public officials. I have
also assumed that, at the time of the authentication and delivery of Securities,
the Resolutions will not have been modified or rescinded, there will not have
occurred any change in the law affecting the authorization, execution, delivery,
validity or enforceability of such Securities, the Registration Statement will
have been declared effective by the Commission and will continue to be
effective, none of the particular terms of such Securities will violate any
applicable law and neither the issuance and sale thereof nor the compliance by
the Company with the terms thereof will result in a violation of any agreement
or instrument then binding upon the Company or any order of any court or
governmental body having jurisdiction over the Company.







         Based on the foregoing, I am of the opinion that:

         1. With respect to Debt Securities, when the specific terms of a series
of Debt Securities of the Company have been specified in (i) an Officer's
Certificate of the Company which has been executed and delivered to the trustee
by an officer of the Company authorized to do so by the Resolutions, and (ii) if
applicable, in a supplemental indenture, such series of Debt Securities will
have been duly authorized by all requisite corporate action and, when executed
and authenticated as specified in the Indenture and delivered against payment
therefor pursuant to the terms described in the Registration Statement and as
specified by an officer of the Company authorized to do so by the Resolutions,
will constitute valid and binding obligations of the Company, enforceable in
accordance with the terms of such series. This opinion is subject to the
following qualifications and exceptions:

            (a) The opinion is subject to the effect of any applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar law
         of general application affecting creditors' rights.

            (b) The opinion is subject to the effect of general principles of
         equity, including (without limitation) concepts of materiality,
         reasonableness, good faith and fair dealing, and other similar
         doctrines affecting the enforceability of agreements generally
         (regardless of whether considered in a proceeding in equity or at law).

            (c) As of the date of this opinion, a judgment for money in an
         action based on a Debt Security denominated in a foreign currency or
         currency unit in a federal or State court in the United States
         ordinarily would be enforced in the United States only in United States
         dollars. The date used to determine the rate of conversion into United
         States dollars of the foreign currency or currency unit in which a
         particular Debt Security is denominated will depend on various factors,
         including which court renders the judgment. Under Section 27 of the New
         York Judiciary Law, a state court in the State of New York rendering a
         judgment on a Debt Security would be required to render such judgment
         in the foreign currency or currency unit in which such Debt Security is
         denominated, and such judgment would be converted into United States
         dollars at the exchange rate prevailing on the date of entry of the
         judgment.

         2. With respect to shares of Common Stock, when certificates
representing the shares of Common Stock have been duly executed, countersigned,
registered and delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board or in
accordance with the Resolutions upon payment of the consideration therefor
(which may not be not be less than the par value of the Common Stock) provided
for therein, or (b) upon conversion, exchange or exercise of any other Security
in accordance with the terms thereof or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by the Board or
in accordance with the Resolutions, for the consideration thereby approved
(which may not be not be less than the par value of the Common Stock), the
shares of Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.

         3. With respect to shares of Preferred Stock, when certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board or in accordance with the Resolutions upon payment of the
consideration provided for therein, or (b) upon conversion, exchange or exercise
of any other Security in accordance with the terms thereof or the instrument
governing such Security providing for such



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conversion, exchange or exercise as approved by the Board or in accordance with
the Resolutions, for the consideration thereby approved, the shares of Preferred
Stock will be duly authorized, validly issued, fully paid and non-assessable.

         My opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the federal laws of the United
States of America, and I express no opinion as to the laws of any other
jurisdiction.

         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 "Legal
Opinions". 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 of 1933.

                                            Very truly yours,


                                            /s/ J. Edward Smith
                                            J. Edward Smith
                                            Assistant General Counsel
                                            Corporate and Finance




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