EXHIBIT 5
                                                                       ---------





March 18, 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 by General
Electric Capital Corporation (the "Company") with the Securities and Exchange
Commission 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"). The 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"). The 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"). The Preferred Stock will be issued
in series through underwriters pursuant to one or more underwriting agreements
(the "Underwriting Agreement"). Support Obligations which consists of notes and
other loan obligations, and related interests therein, will be issue 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").

In my opinion, when

     a.   the issuance of the Notes and approval of the final terms thereof have
          been duly authorized by appropriate corporate action and the Notes
          have been duly executed, authenticated and delivered against payment
          therefor,

     b.   the issuance of the Warrants and approval of the final terms thereof
          have been duly authorized by appropriate corporate action and the
          Warrants have been duly executed, countersigned and delivered against
          payment therefor,

     c.   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,

     d.   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,

     e.   such Certificate of Designations has been duly filed with the
          Secretary of the State of Delaware,

     f.   the issuance, delivery and payment for the Preferred Stock of such
          series in the manner contemplated in the relevant Underwriting
          Agreement,


     g.   the issuance of the Support Obligations and approval of the final
          terms thereof have been duly authorized by appropriate corporate
          action and the Support Obligations have been duly executed,
          authenticated and delivered;





(i) 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, pursuant to which such Notes were issued,
(ii) 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,(iii) the shares of Preferred Stock 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, and (iv) 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) entitle the holders thereof to the benefits provided
by the Support Indenture, pursuant to which the Support Obligations were issued,
except in each case as the enforceability thereof may 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
the Registration Statement.

Very truly yours,


/S/ Alan M. Green