Exhibit 5



March 31, 2004

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 March 31,
2004 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 $30,000,000,000 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"). This opinion refers to (i) Notes
issued from time to time under one or the other of two amended and restated
indentures, one of which is dated as of February 27, 1997 between the Company
and JPMorgan Chase 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, 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"); (ii) any Warrants to purchase any of the Notes 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"); (iii) 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 (iv) Support
Obligations in the form of notes and other loan obligations, and related
interests therein, issued from time to time under an indenture which is dated as
of June 3, 1994 between the Company and JPMorgan Chase 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 therefore; 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,

/s/ Alan M. Green