February 4, 2026

GE Vernova Inc.

58 Charles Street

Cambridge, MA 02141

 

 

Ladies and Gentlemen:

 

We have acted as special United States counsel to GE Vernova Inc., a Delaware corporation (the “Company”), in connection with the public offering of $600,000,000 aggregate principal amount of the Company’s 4.250% Notes due 2031, $1,000,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2036 and $1,000,000,000 aggregate principal amount of the Company’s 5.500% Notes due 2056 (collectively, the “Notes”) to be issued under the Indenture, dated as of February 4, 2026 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 4, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee.

 

 

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

 

In rendering the opinions stated herein, we have examined and relied upon the following:

 

 

 

 

 

 

 

 

 

 

 

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

 

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies.  As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.

 

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws, of the State of New York and (ii) the General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on Law”).

 

As used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificates.

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

 

The opinions stated herein are subject to the following assumptions and qualifications:

 

 

 

 

 

 

 

 

 

 

 

In addition, in rendering the foregoing opinions we have also assumed that, at all applicable times:

 

 

 

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement.  This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,

 

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

LAK

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