EXHIBIT 5
                           GENERAL MOTORS CORPORATION
                             300 RENAISSANCE CENTER
                             DETROIT, MICHIGAN 48265


                                                May 4, 2001



GENERAL MOTORS CORPORATION
300 Renaissance Center
Detroit, Michigan 48265

Dear Sirs:

      As  Attorney  for  General  Motors  Corporation  (the   "Corporation")  in
connection  with the  registration  of your Debt  Securities  and Warrants  (the
"Securities")  which will be offered by the Corporation at an aggregate price of
up to $2,650,000,000, for issuance from time to time pursuant to Rule 415 of the
Securities  Act of 1933,  as amended,  I advise that in my opinion you have full
power and authority under the laws of Delaware, the State of your incorporation,
and under your Certificate of Incorporation, as amended, to borrow the money and
to contract the indebtedness to be evidenced by the said Securities.

      It is my further  opinion that the Indenture dated as of December 7, 1995,
with Citibank,  N.A., as Trustee (the  "Indenture"),  has been duly  authorized,
executed  and  delivered  and that  the  Debt  Securities,  as  provided  in the
Indenture,  and the Warrants,  as provided in the Warrant  Agreement,  when duly
authorized,  executed and authenticated,  issued and paid for, will be valid and
legally binding obligations of the Corporation in accordance with and subject to
the terms thereof and of the Indenture  and the Warrant  Agreement,  as the case
may be.

      I hereby consent to the use of the foregoing  opinion as Exhibit 5 of your
Registration  Statement  filed with the United  States  Securities  and Exchange
Commission  under the  Securities  Act of 1933, as amended,  with respect to the
above  mentioned  Securities  and to the use of my  name  in  such  Registration
Statement and in the related Prospectus under the heading "Legal Opinions".

                                    Very truly yours,



                                    Martin I. Darvick
                                    Attorney