Exhibit 5



                                October 16, 2001



General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT  06927

Ladies and Gentlemen:

                  I have examined the Post-Effective Amendment to the
Registration Statements on Form S-3 (File Nos. 333-40880 and 333-66560) filed by
General Electric Capital Corporation (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the Company's debt securities, warrants, preferred stock, guarantees, letters of
credit and promissory notes or loan obligations, including interests therein
(collectively, the "Credit Support Obligations"). The Credit Support Obligations
and related interests therein will be issued from time to time under the
indenture dated as of June 3, 1994 between the Company and The Chase Manhattan
Bank, as Successor Trustee, as supplemented through the date hereof.

                  In my opinion, when the issuance of the Credit Support
Obligations and approval of the final terms thereof have been duly authorized by
appropriate corporate action and the Credit Support Obligations have been duly
executed, authenticated and delivered against payment (if any) therefor, subject
to the final terms of the Credit Support Obligations being in compliance with
then applicable law, the Credit Support Obligations will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and (in the case of Credit Support Obligations that are notes or
other loan obligations and related interests therein) will entitle the holders
thereof to the benefits provided by the Indenture pursuant to which such Credit
Support Obligations were issued, except in each case as the enforceability
thereof my be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and by general
equitable principles (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law).

                  I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to myself under the caption
"Legal Opinions" in any prospectus issued under the Registration Statement.

                                            Very truly yours,

                                            /s/ David P. Russell

                                            David P. Russell