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. 333-67902

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 Scheduled Purchase Payment Deferred Variable 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