Exhibit 5.1

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

April 3, 2024

GE Vernova Inc.

58 Charles Street

Cambridge, MA 02141

Re: GE Vernova Inc. 2024 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan

GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan

GE Vernova Inc. Employee Stock Purchase Plan

GE Vernova Stock Savings Plan

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to GE Vernova Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 41,524,304 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable in respect of awards to be granted under the GE Vernova Inc. 2024 Long-Term Incentive Plan, the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan, the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan, GE Vernova Inc. Employee Stock Purchase Plan and the GE Vernova Stock Savings Plan (collectively, the “Plans”). The Company, which was a limited liability company named GE Vernova LLC, converted to a corporation and was renamed GE Vernova Inc. on April 1, 2024 (the “Conversion”).

 

GE Vernova Inc.		2

 

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. the Registration Statement; and

2. the Plans, included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to the Registration Statement, and the forms of award agreements (collectively, the “Agreements”) relating to awards to be granted under the Plans.

In addition, we have examined (i) such limited liability company records of GE Vernova LLC that we have considered appropriate, including a copy of the certificate of formation and limited liability company agreement of GE Vernova LLC, certified by the Company as in effect immediately prior to the Conversion, copies of resolutions of the board of managers of GE Vernova LLC relating to the issuance of the Shares, certified by the Company, (ii) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of conversion effectuating the Conversion, the certificate of incorporation and the bylaws of the Company, certified by the Company as in effect on the date of this letter and (iii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.

 

GE Vernova Inc.		3

 

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the terms of each applicable Plan and any applicable Agreement under such Plans, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

 

		Very truly yours,
		/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
		PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP