Exhibit 5

March 17, 2004

GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230

Re:  GE Life and Annuity Assurance Company
     GE Life & Annuity Separate Account 6
     Amendment No. 4
     File No. 333-69786


Ladies and Gentlemen:

I have served as Counsel to GE Life and Annuity Assurance Company and its GE
Life & Annuity Separate Account 6 (the "Separate Account") with regard to the
registration of Guaranteed Fixed Annuity Contracts (the "Contracts") being filed
on Form S-1 under the Securities Act of 1933. I have examined the Registration
Statement on Form S-1, including all related documents and exhibits, and have
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.   GE Life and Annuity Assurance Company is a corporation duly organized and
     validly existing under the laws of the State of Virginia and is duly
     authorized to sell and issue the Policies.

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

3.   The issuance and sale of the Contracts, when issued and sold in the manner
     stated in the registration statement, will be legal and binding obligations
     of GE Life and Annuity Assurance Company in accordance with their terms,
     except that clearance must be obtained, or the contract form must be
     approved, prior to issuance thereof in certain jurisdictions.



GE Life and Annuity Assurance Company
March 17, 2004
Page 2



I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement filed on Form S-1 for the Contracts and the Separate Account.

Sincerely,

/s/ Heather Harker
Heather Harker
Vice President, Associate General Counsel
 and Assistant Secretary