Exhibit 5
October 11, 2002
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 being filed on October
11th, 2002 by General Electric Capital Corporation (the "Company") with the
Securities and Exchange Commission (the "Commisssion") under the Securities Act
of 1933, as amended, for the registration of $50,000,000,000 aggregate principal
amount of the Company's debt securities (the "Notes"), warrants to purchase debt
securities (the "Warrants"), Variable Cumulative Preferred Stock, par value $100
per share, Preferred Stock, par value $.01 per share (collectively, the
"Preferred Stock")and guarantees, letters of credit, notes and other loan
obligations and other credit support obligations and interests therein
(collectively, the "Support Obligations"). Any Notes will be issued from time to
time either in whole under one or the other of two amended and restated
indentures, or in part under each of such indentures, one of which is dated as
of February 27, 1997 between the Company and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank), as successor trustee, as supplemented through the
date hereof, and the other one of which is dated as of February 28, 1997 between
the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as successor trustee, as supplemented through the date hereof (each of
such indentures, as so supplemented, being herein called a "Debt Indenture" and
such indentures being collectively called the "Debt Indentures"). Any Warrants
to purchase any of the Notes will be issued under one or more warrant agreements
between the Company and a banking institution organized under the laws of the
United States or one of the states thereof, as Warrant Agent (each a "Warrant
Agreement"). Any Preferred Stock will be issued in series pursuant to the terms
set forth in Articles of Incorporation of the Company, as amended and
supplemented from time to time. Support Obligations in the form of notes and
other loan obligations, and related interests therein, may be issued from time
to time under an indenture which is dated as of June 3, 1994 between the Company
and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as successor trustee,
as supplemented through the date hereof (the indenture, as supplemented being
called herein the "Support Indenture").
I have reviewed such corporate records, certificates and other documents as I
have considered necessary or appropriate for purposes of this opinion. Based on
the foregoing and subject to the qualifications set forth below, I am of the
opinion that:
1. When, as, and if: (i) the issuance of the Notes and approval of the
final terms thereof have been duly authorized by appropriate corporate
action and (ii) the Notes have been duly executed, authenticated and
delivered against payment therefor; then, subject to the final terms of
the Notes being in compliance with then applicable law, the Notes will
be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms and will entitle the holders
thereof to the benefits provided by the related Debt Indenture or Debt
Indentures, as the case may be.
2. When, as, and if: (i) the issuance of the Warrants and approval of the
final terms thereof have been duly authorized by appropriate corporate
action, (ii) the related Warrant Agreement or Warrant Agreements, as
the case may be, under which the Warrants are to be issued have been
duly authorized, executed and delivered, (iii) the Warrants have been
duly executed, countersigned and delivered against payment therefor;
then, subject to the final terms of the Warrants being in compliance
with then applicable law, the Warrants will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms and will entitle the holders thereof to the
benefits provided by the related Warrant Agreement or Warrant
Agreements, as the case may be, pursuant to which such Warrants were
issued.
3. When, as, and if: further action by the Board of Directors or a duly
authorized committee thereof, establishing the designation of, and
certain other particular terms of, the Preferred Stock of any series
and approving the Certificate of Designations relating to such series,
has been taken, (ii) such Certificate of Designations has been duly
filed with the Secretary of the State of Delaware, and (iii) the
Preferred Stock has been issued and delivered in accordance with its
terms and applicable law against full payment therfor; then, the
shares of Preferred Stock will have been duly authorized by
appropriate corporate action and the shares of Preferred Stock of such
series will be validly issued, fully paid and non assessable.
4. When, as, and if: (i) the issuance of Support Obligations and approval
of the final terms thereof have been duly authorized by appropriate
corporate action and (ii) the Support Obligations have been duly
executed and delivered; then, subject to the final terms of the
Support Obligations being in compliance with then applicable law, the
Support Obligations will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms
and will, in the case of Support Obligations that are notes or other
loan obligations and related interests therein issued under the Support
Indenture, entitle the holders thereof to the benefits provided by the
Support Indenture.
The opinions expressed above with respect to enforceability are subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law). The above opinions are also subject to (i) the
Registration Statement becoming effective pursuant to applicable law and (ii)
the issuance of any legally required consents, approvals, authorizations or
orders of the Commission and any other regulatory authority.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to my delivery of this opinion under the caption
"Legal Opinions" in the Registration Statement.
Very truly yours,
Alan M. Green