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Kent

I attach the following:

(a) a clean and blacklined copy of the GE opinion, marked to show the
changes from the version circulated yesterday; and
(ii) a clean and blacklined copy of the GE Consent, marked to show the
changes from the version circulated yesterday.

The opinion has been amended to cover the parent guarantee by General
Electric Company of GE Packaged Power's obligations under the Turbine
Contract.  The Consent has a minor amendment reflecting a change to the
credit documentation.

I would be grateful if you could confirm that the changes are acceptable.

Regards
Isabel


 - COMPARE002.DOC
 - NY003699615.DOC
 - COMPARE001.DOC
 - COMPARE001.DOC