Exhibit 5




November 6, 2007

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

Ladies and Gentlemen:

I have examined the  Post-Effective  Amendment No. 2 dated November 6, 2007 to
the  Registration  Statement on Form S-3 originally  filed on March 29, 2006 and
amended  by  Post-Effective  Amendment  No.  1 dated  April 5,  2006 by  General
Electric  Capital  Corporation  (the "Company") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,  for
the  registration of an unlimited  aggregate  principal  amount of the Company's
debt  securities,  including  Subordinated  Debentures  (the "Notes"),  Variable
Cumulative Preferred Stock, par value $100 per share, Preferred Stock, par value
$.01 per share (collectively,  the "Preferred  Stock")and guarantees and letters
of credit (collectively, the "Support Obligations").  This opinion refers to (i)
Notes issued from time to time under one of four  indentures,  one of which is a
Third Amended and Restated  Indenture  dated as of February 27, 1997 between the
Company and The Bank of New York, as successor trustee, as supplemented  through
the date hereof,  one of which is an Amended and Restated  Indenture dated as of
February  28, 1997  between the Company and The Bank of New York,  as  successor
trustee, as supplemented through the date hereof, one of which is an Amended and
Restated  Subordinated  Debt  Indenture  dated as of July 15,  2005  between the
Company  and The  Bank  of New  York,  and  one of  which  is an  Indenture  for
Subordinated  Debentures  dated as of  September 1, 2006 between the Company and
The Bank of New York,  as  successor  trustee  (each of such  indentures,  as so
supplemented,  as the case may be, being herein  called a "Debt  Indenture"  and
such  indentures  being  collectively  called the "Debt  Indentures");  (ii) any
Preferred  Stock issued in series pursuant to the terms set forth in Certificate
of Incorporation of the Company,  as amended and supplemented from time to time;
and (iii) Support Obligations, issued from time to time under an indenture which
is dated as of June 3, 1994  between the  Company  and The Bank of New York,  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:  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.

3.   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.




The opinions  expressed above with respect to enforceability are given as of the
date  hereof  and  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  being
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,

/s/ Alan M. Green