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  Savings-Stock  Purchase  Program for  Salaried  Employees  in the United
States (the  "Program");  and (2)  40,000,000  shares of General  Motors Class H
common stock, $0.10 par value, to be registered for the Program.

         It is my opinion  that the  interests  in the  Program  and the General
Motors Class H common stock to be registered,  when sold or issued  hereafter in
accordance with the provisions of said Program,  in accordance with Delaware law
and upon payment of the  consideration  for such shares as  contemplated by said
Program, 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





















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