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LEGAL OPINIONS

Unless otherwise speciÑed in the prospectus supplement accompanying this prospectus, Alan M. Green, General Counsel, Corporate Treasury and Assistant Secretary of GECC will provide an opinion for us regarding the validity of the securities and Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017 will provide an opinion for the underwriters, agents or dealers. Mr. Green beneÑcially owns or has rights to acquire an aggregate of less than 0.01% of GE Company's common stock.

EXPERTS

The consolidated Ñnancial statements and schedule of GECC as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and management's assessment of the eÅectiveness of internal control over Ñnancial reporting as of December 31, 2004 incorporated herein by reference from GECC's Annual Report on Form 10-K/A for the year ended December 31, 2004 have been so incorporated by reference herein in reliance upon the reports, also incorporated by reference herein, of KPMG LLP, an independent registered public accounting Ñrm, and upon the authority of said Ñrm as experts in accounting and auditing.

The report of KPMG LLP on the Ñnancial statements and schedule dated February 11, 2005, except as to the restatement discussed in note 1 to the consolidated Ñnancial statements which is as of May 5, 2005, refers to a restatement of the consolidated Ñnancial statements.

The report of KPMG LLP on the Ñnancial statements and schedule refers to a change in 2004 and 2003 in the method of accounting for variable interest entities and a change in 2002 in the method of accounting for goodwill and other intangible assets.

The report of KPMG LLP on management's assessment of the eÅectiveness of internal control over Ñnancial reporting and the eÅectiveness of internal control over Ñnancial reporting as of December 31, 2004, which is dated February 11, 2005, except as to the fourth paragraph of Management's Annual Report on Internal Control over Financial Reporting (as restated), which is as of May 5, 2005, expresses an opinion that General Electric Capital Corporation did not maintain eÅective internal control over Ñnancial reporting as of December 31, 2004 because of the eÅect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that management has identiÑed and included in its revised assessment the following material weakness as of December 31, 2004: a failure to ensure the correct application of Statement of Financial Accounting Standards No. 133 when certain derivative transactions were entered into at General Electric Capital Corporation prior to August 2003 and failure to correct that error subsequently.

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