Exhibit 5

March 10, 2005

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. 333-69620


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 Guaranteed Fixed Annuity Contracts (the "Contracts") being filed
on Form S-1 under the Securities Act of 1933. I have examined Amendment No. 4 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. 4
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