Exhibit 23.5
[GELAAC LETTERHEAD]
December 7, 2005
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
RE: | $5,000,000,000 SECURED NOTES REGISTRATION STATEMENT |
| ON FORM S-3 – – CONSENT TO REGISTRATION STATEMENT REFERENCE |
This letter will serve as my consent to the reference in the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) by GE Life and Annuity Assurance Company (“GELAAC”) on September 30, 2005, as amended by Amendment No. 1 to be filed with the Commission on December 8, 2005 (File No. 333-128718), to the legal opinion of Thomas E. Duffy, as General Counsel for GELAAC, regarding priority of claims with respect to funding agreements pursuant to Virginia Code Section 38.2-1509(B)(1).
Very truly yours,
/s/ Thomas E. Duffy
Thomas E. Duffy
General Counsel
GE Life and Annuity Assurance Company