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EX-8.1 - EX-8.1 - CEF EQUIPMENT HOLDING LLCy04972exv8w1.htm
EX-5.1 - EX-5.1 - CEF EQUIPMENT HOLDING LLCy04972exv5w1.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 22, 2011
Commission File Number of issuing entity: 333-160604-01
GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1
 
(Exact name of issuing entity)
Commission File Number of depositor: 333-160604
CEF EQUIPMENT HOLDING, L.L.C.
 
(Exact name of depositor as specified in its charter)
GENERAL ELECTRIC CAPITAL CORPORATION
 
(Exact name of sponsor as specified in its charter)
     
DELAWARE   20-5439580
     
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)
     
10 Riverview Drive, Danbury, Connecticut   06810
     
(Address of principal executive offices)   (Zip Code)
(203) 749-2101
 
(Registrant’s telephone number, including area code)
 
(Former name, former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
         
 
  Potential persons who are to respond to the collection of
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Information to be Included in the Report
ITEM 9.01. Financial Statements and Exhibits.
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Not applicable.
 
  (d)   Exhibits. The following are filed as Exhibits to this Report:
  5.1   Opinion of Mayer Brown LLP with respect to legality.
 
  8.1   Opinion of Mayer Brown LLP with respect to certain tax matters.
 
  23.1   Consent of Mayer Brown LLP
(included in opinion filed as Exhibit 5.1).
 
  23.2   Consent of Mayer Brown LLP
(included in opinion filed as Exhibit 8.1).
         
 
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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  CEF Equipment Holding, L.L.C.
 
 
  By:   /s/ Charles Rhodes    
    Name:   Charles Rhodes   
    Title:   Vice President and Secretary   
 
Dated: June 22, 2011
         
 
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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
5.1
  Opinion of Mayer Brown LLP with respect to legality.
 
   
8.1
  Opinion of Mayer Brown LLP with respect to certain tax matters.
 
   
23.1
  Consent of Mayer Brown LLP
(included in opinion filed as Exhibit 5.1).
 
   
23.2
  Consent of Mayer Brown LLP
(included in opinion filed as Exhibit 8.1).
         
 
  Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
  4 of 4