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


                                                 December 20, 2001


GENERAL MOTORS NOVA SCOTIA
  FINANCE COMPANY
1908 Colonel Sam Drive
Oshawa, Ontario L1H 8P7


GENERAL MOTORS CORPORATION
300 Renaissance Center
Detroit, Michigan 48265

Dear Sirs:


      I have acted as attorney for General Motors Corporation (the
"Corporation") in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the offering by General
Motors Nova Scotia Finance Company (the "Issuer") of debt securities guaranteed
by the Corporation (the "Guaranteed Debt Securities") as set forth in the
Registration Statement, form of prospectus with respect to the Guaranteed Debt
Securities contained therein (the "Prospectus") and one or more supplements to
such Prospectus (each, a Prospectus Supplement"), for issuance from time to time
pursuant to Rule 415 of the Act.

      With respect to the Guaranteed Debt Securities, it is my opinion that the
Corporation has full power and authority under the laws of Delaware, the State
of its incorporation, and under its Certificate of Incorporation, as amended, to
guarantee the indebtedness to be evidenced by the said securities.

      It is my further opinion that the Indenture dated as of October 15, 2001,
among the Issuer, the Corporation, as guarantor, and Citibank, N.A., as trustee
(the "Indenture"), has been duly authorized, executed and delivered and the
Guaranteed Debt Securities, including the guarantees, as provided in the
Indenture, when duly authorized, executed and authenticated, issued and paid
for, will be valid and legally binding obligations of the Issuer and the
Corporation, as the case may be, in accordance with and subject to the terms
thereof and of the Indenture.

      I hereby consent to the use of the foregoing opinion as Exhibit 5(b) of
your Registration Statement filed with the Commission under the Act with respect
to the Guaranteed Debt Securities and to the use of my name in such Registration
Statement and Prospectus and any Prospectus Supplement related thereto under the
heading "Legal Matters".

                                    Very truly yours,



                                    Martin I. Darvick
                                    Attorney