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EX-5.1 - EXHIBIT 5.1 - CEF EQUIPMENT HOLDING LLCv236049_ex5-1.htm
EX-8.1 - EXHIBIT 8.1 - CEF EQUIPMENT HOLDING LLCv236049_ex8-1.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) September 28, 2011

Commission File Number of issuing entity: 333-160604-02

GE EQUIPMENT MIDTICKET 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)



 

 
 
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Exhibit Index located on Page 5
 
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:
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
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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:  September 28, 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).
 

 
 
 


 
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5 of 5