Exhibit 2
August 14, 2002

GE Capital Life Assurance Company of New York
125 Park Avenue
6th Floor
New York, New York 10017-5529


Re:      GE Capital Life Assurance Company of New York
         GE Capital Life Separate Account III
         Pre-Effective Amendment No. 1
         1933 Act File No. 333-88312

Ladies and Gentlemen:

I have served as Counsel to GE Capital Life Assurance Company of New York (the
"Company") and its GE Capital Life Separate Account III (the "Separate Account")
in connection with the registration of flexible premium single life and joint
and last survivor variable life insurance policies (the "Policies") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have examined Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-6, including all related documents and exhibits, and reviewed such
questions of law as I considered necessary and appropriate. On the basis of such
examination and review, it is my opinion that:

     1.   The Company is a corporation duly organized and validly existing under
          the laws of the State of New York and is duly authorized to sell and
          issue life insurance and annuity contracts.

     2.   The Separate Account has been properly created and is a validly
          existing separate account pursuant to the laws of the State of New
          York.

     3.   The issuance and sale of flexible premium single life and joint and
          last survivor variable life insurance policies have been duly
          authorized by the Company. The Policies, when issued and sold in the
          manner stated in the Registration Statement, will be legal and binding
          obligations of the Company in accordance with their terms, except that
          clearance must be obtained, or the Policies must be approved, prior to
          the issuance thereof in certain jurisdictions.

     4.   To the extent so provided under the Policies, that portion of the
          assets of the Separate Account equal to the reserves and other
          contract liabilities with respect to the Separate Account, will not be
          chargeable with liabilities arising out of any other business that the
          Company may conduct.



August 14, 2002
Page 2


I hereby consent to the filing of this opinion as an exhibit to Pre-Effective
Amendment No. 1 to the Registration Statement filed on Form S-6 for the Policies
and the Separate Account.



Very truly yours,

Thomas E. Duffy, Counsel