July 21, 2000
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Services, Inc. 2000-9 Trust
REMIC Mortgage Pass-Through Certificates, Series 2000-9
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Ladies and Gentlemen:
I am Vice President and General Counsel of GE Capital Mortgage
Services, Inc., a New Jersey corporation ("GECMSI"), and, in such capacity, I am
familiar with (i) the preparation and filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), of the registration statement on Form S-3 (File
Nos. 333-68951 and 333-68951-01) as amended to the date hereof (the
"Registration Statement"), by GECMSI and GE Capital Mortgage Funding Corporation
relating to the registration of $15,000,000,000 aggregate principal in respect
of mortgage pass-through certificates issuable in series; (ii) the proposed
issuance of REMIC Mortgage Pass-Through Certificates, Series 2000-9 (the
"Certificates") by GE Capital Mortgage Services, Inc. 2000-9 Trust under a
Pooling and Servicing Agreement, dated as of July 1, 2000 (the "Pooling and
Servicing Agreement"), between GECMSI and State Street Bank and Trust Company,
as trustee, and (iii) the sale of certain classes of the Certificates (the
"Offered Certificates") by GECMSI to Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") pursuant to an underwriting agreement dated
January 22, 1998, as amended and supplemented by a terms agreement dated the
date hereof (together, the "Merrill Lynch Underwriting Agreement") and to
PaineWebber Incorporated ("PaineWebber," and, together with Merrill Lynch, the
"Underwriters") pursuant to an underwriting agreement dated April 24, 1995 as
amended and supplement by a terms agreement dated the date hereof (together, the
"PaineWebber Underwriting Agreement", and, together with the Merrill Lynch
Underwriting Agreement, the "Underwriting Agreements") for public offer and
resale by the Underwriters pursuant to a Prospectus Supplement dated the date
hereof to the Prospectus dated January 25, 2000, relating to the Registration
Statement.
In arriving at the opinions expressed below, I have examined and relied
on the originals or copies certified or otherwise identified to my satisfaction
of all such documents, agreements and instruments, such corporate records of
GECMSI and such other instruments and other certificates of public officials,
officers and representatives GECMSI and such other persons and I have made such
investigations of law as I have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, I have assumed and
have not verified that the signatures on all documents that I have examined are
genuine, and have assumed and not verified the accuracy as to factual matters of
each document I have reviewed.
Based on the foregoing, it is my opinion that (i) the execution,
delivery and performance by GECMSI of the Pooling and Servicing Agreement, (ii)
the issuance of the Certificates pursuant to the Pooling and Servicing Agreement
and (iii) the sale of the Offered Certificates by GECMSI pursuant to the
Underwriting Agreements have been duly authorized by GECMSI.
In giving the foregoing opinions, I express no opinion as to the laws
of any jurisdiction other than the laws of the State of New Jersey.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement without admitting that I am an "expert" within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this Exhibit.
Very truly yours,
/s/ Thomas F. Kleissler
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Thomas F. Kleissler
