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                                                                     EXHIBIT (5)

                                January 28, 2003

General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431

Re:  OPINION OF COUNSEL

     This opinion is furnished in connection with the registration by General
Electric Company (the "Company") pursuant to the Registration Statement on Form
S-3 (Registration Statement No. 333-71778) filed with the Securities and
Exchange Commission (the "Commission") on October 17, 2001 and declared
effective by the Commission on November 1, 2001 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), relating to
$5,000,000,000 aggregate principal amount of the Company's 5% Notes due 2013
(the "Notes"). The Notes will be issued pursuant to the Senior Note Indenture,
dated as of January 1, 2003, between the Company and The Bank of New York, as
trustee, (the "Indenture").

     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 and assuming due authentication in accordance with the
Indenture, that the Notes are 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 Indenture (subject
to 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).

     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 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
                                         ---------------------
                                         Robert E. Healing