Exhibit 5
November 26, 2003
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
Re: OPINION OF COUNSEL
This opinion is furnished in connection with the registration by
General Electric Company (the "Company") pursuant to a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of $5,000,000,000 aggregate principal amount of the
Company's senior or subordinated, unsecured, debt securities (the "Debt
Securities"), shares (the "Shares") of common stock, par value $.06 per share
(the "Common Stock"), warrants to purchase any of the Debt Securities or the
Shares (the "Warrants") and guarantees (the "Guarantees").
The Debt Securities will be issued from time to time either in whole or
in part under one or the other of two separate indentures between the Company
and The Bank of New York (each of such indentures being herein called an
"Indenture" and such indentures being collectively called the "Indentures"). The
Warrants 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 (each a "Warrant Agreement"). The Guarantees will be
issued from time to time for the benefit of holders of specified underlying
securities.
As Corporate Counsel of the Company, I am of the opinion, based upon my
familiarity with the affairs of the Company and upon my examination of the law
and pertinent documents, that when
a. the Registration Statement and any amendments thereto have
become effective;
b. the issuance of the Debt Securities and approval of the final
terms thereof have been duly authorized by appropriate
corporate action and the Debt Securities have been duly
executed, authenticated and delivered against payment
therefor;
c. the related Indenture has been duly authorized, executed and
delivered and such Indenture and applicable trustee have been
qualified under the Trust Indenture Act of 1939;
d. the issuance of Warrants and approval of the final terms
thereof have been duly authorized by appropriate corporate
action and the Warrants have been duly executed and delivered
against payment therefor;
e. the related Warrant Agreement or Agreements under which the
Warrants are to be delivered have been duly authorized,
executed and delivered;
f. the issuance of Guarantees and approval of the final terms
thereof have been duly authorized by appropriate corporate
action and the Guarantees have been duly executed and
delivered;
g. the issuance of the Shares has been duly authorized by
appropriate corporate action and the certificates evidencing
such Shares have been duly executed and delivered;
(i) subject to the final terms of the Debt Securities being in compliance with
then applicable law, the Debt Securities will be legal, 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 Indenture or Indentures, (ii) the Warrants will be legal, 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 Agreements, as the case may be,
pursuant to which such Warrants were issued, (iii) subject to the final terms of
the Guarantees being in compliance with then applicable law, the Guarantees will
be legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, and (iv) the Shares will be legally
issued, fully paid and non-assessable shares of Common Stock of the Company
provided that the consideration therefor is not less than the par value thereof.
Insofar as this opinion relates to the validity, binding effect or
enforceability of any agreement or obligation of the Company, it is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws affecting creditors' rights generally and limited by
general equitable principles (regardless of whether the issue of enforceability
is considered in a proceeding in equity or at law).
My opinion is limited to matters governed by the Federal laws of the
United States of America and the laws of the State of New York.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the
reference to myself under the caption "Legal Matters" in the prospectus forming
part of the Registration Statement. In giving such consent, I do not hereby
admit that I come within the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Robert E. Healing
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Robert E. Healing