EX-5 2 0002.txt OUR LEGAL CONSENT EXHIBIT 5(a) October 3, 2000 General Motors Corporation 767 Fifth Avenue New York, New York 10153-0075 Gentlemen: As Attorney, Legal Staff of General Motors Corporation, I am familiar with the Registration Statement, dated October 3, 2000, being filed by GM with the Securities and Exchange Commission, relating to (1) interests in the General Motors Personal Savings Plan for Hourly-Rate Employees in the United States (the "Plan"); and (2) 10,000,000 shares of General Motors Class H common stock, $0.10 par value, to be registered for the Plan. It is my opinion that the interests in the Plan and the General Motors Class H common stock to be registered, when sold or issued hereafter in accordance with the provisions of said Plan, in accordance with Delaware law and upon payment of the consideration for such shares as contemplated by said Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as Exhibit 5(a) of the abovementioned Registration Statement. Very truly yours, /s/MARTIN I. DARVICK Martin I. Darvick Attorney, Legal Staff II-9