March 10, 2005
Exhibit 5
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. 5
File No. 333-67902
Ladies and Gentlemen:
I serve 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 Amendment No. 5 to 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 Commonwealth of Virginia
and is duly authorized to sell and issue the Contracts.
2. The Separate Account has been properly created and is a validly
existing separate account pursuant to the laws of the Commonwealth 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 10, 2005
Page 2
I hereby consent to the filing of this opinion as an exhibit to Amendment No. 5
to the Registration Statement filed on Form S-1 for the Contracts and the
Separate Account.
Sincerely,
/s/ Heather Harker
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Heather Harker
Vice President and Associate General Counsel