EXHIBIT 8

                           GENERAL MOTORS CORPORATION
                             300 RENAISSANCE CENTER
                             DETROIT, MICHIGAN 48265

                                   May 4, 2001



General Motors Corporation
300 Renaissance Center
Detroit, MI  48265

Dear Sirs and Mesdames:

In connection with the General Motors Corporation (the "Company") Prospectus for
the proposed issue and sale of Medium-Term Notes Due Nine Months to Thirty Years
from Date of Issue (the  "Notes"),  I have acted as tax counsel to the  Company,
and in that capacity have furnished  certain opinions to it. I hereby confirm to
you the opinion as set forth under the heading "United States Federal  Taxation"
in the  Prospectus  covering  such  notes  which  is  part  of the  registration
statement  to which this letter is attached as an exhibit.  As  indicated in the
opinion,  the discussion  sets forth a general  summary of certain United States
Federal income tax consequences of the ownership and disposition of the Notes as
applied to original  holders  purchasing  Notes at the issue price.  Holders are
advised to consult their own tax advisors with regard to the  application of the
income tax laws to their  particular  situations as well as any tax consequences
arising under the laws of any state, local or foreign tax jurisdiction.

I hereby consent to the filing with the  Securities  and Exchange  Commission of
this opinion as an exhibit to the Registration Statement and to the reference to
tax counsel under the heading  "United States  Federal  Taxation" in each of the
Prospectus Supplements.  By providing the foregoing consent, I do not admit that
tax counsel fall within the category of persons whose consent is required  under
section 7 of the Securities Act of 1933, as amended.




                                       /s/ PETER F. HILTZ
                                       --------------------------
                                       Peter F. Hiltz
                                       Assistant General Tax Counsel