[Letterhead of Cleary, Gottlieb Steen and Hamilton]


Writer's Direct Dial:  (212) 225-2890

                                                              March 8, 1999



GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey  08002

GE Capital Mortgage Funding Corporation
Three Executive Campus, Suite W. 602
Cherry Hill, New Jersey 08002



        Re:    GE Capital Mortgage Services, Inc.
               GE Capital Mortgage Funding Corporation
               Registration Statement on Form S-3 (No. 333-68951)
               --------------------------------------------------

Ladies and Gentlemen:

     We have acted as your special counsel in connection with the
above-referenced Registration Statement (the "Registration Statement") and the
related prospectus (the "Prospectus") filed pursuant to the Securities Act of
1933, as amended (the "Act"), with the Securities and Exchange Commission on
December 15, 1998, and amended by filings on February 16, 1999 and March 8,
1999, in respect of Mortgage Pass-Through Certificates (the "Certificates")
which you plan to offer in series. Our advice formed the basis for the
discussion of federal income tax consequences appearing in the Prospectus under
the heading "Federal Income Tax Consequences." Such discussion does not purport
to deal with all possible federal income tax consequences of an investment in
Certificates, but with respect to those tax consequences which are discussed, in
our opinion, the discussion is a fair and accurate summary of the matters
addressed therein under existing law and the assumptions stated therein.

     We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and the Prospectus under the heading "Federal Income Tax
Consequences," without admitting that we are "experts" within the meaning of the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement or the
Prospectus, including this Exhibit.


                              Very truly yours,


                              CLEARY, GOTTLIEB, STEEN & HAMILTON


                              By /s/ David L. Sugerman
                                 ----------------------
                                 David L. Sugerman, a Partner