Suite 900                     Correspondence:            Telephone:902.420.3200
Purdy's Wharf Tower One       P.O. Box 997               Fax:      902.420.1417
1959 Upper Water Street       Halifax, NS                halifax@smss.com
Halifax, NS                   Canada  B3J 2X2            www.smss.com
Canada  B3J 3N2


                                                                    Exhibit 5(c)
File Reference:  NS5893-5

December 20, 2001

General Motors Nova Scotia Finance Company
1908 Colonel Sam Dr.
Oshawa, Ontario L1H 8P7


-and-

General Motors Corporation
300 Renaissance Center
P.O. Box 3000
Detroit, Michigan 48265-3000

Re: General Motors Nova Scotia Finance Company;
    Registration  Statement on Form S-3

Dear Sirs:

We are acting as Nova  Scotia  counsel for  General  Motors Nova Scotia  Finance
Company ("GM Nova Scotia"), a company with unlimited liability  incorporated and
organized  under the laws of the  Province  of Nova  Scotia  (the  "Issuer")  in
connection  with the  Registration  Statement  on Form  S-3  (the  "Registration
Statement")  filed  with  the  Securities  and  Exchange  Commission  under  the
Securities  Act of  1933,  as  amended  (the  "Act"),  for the  registration  of
Guaranteed Debt  Securities  ("Guaranteed  Debt  Securities") to be issued by GM
Nova Scotia under an  indenture  dated as of October,  15,  2001,  among GM Nova
Scotia, as Issuer, General Motors Corporation,  as Guarantor and Citibank, N.A.,
as trustee (the "Indenture").

We have examined originals or copies,  certified or otherwise  identified to our
satisfaction,  of such  documents,  corporate  records,  certificates  of public
officials  and other  instruments  as we have deemed  necessary or advisable for
purposes of this opinion.

Based upon the  foregoing,  we are of the  opinion  that GM Nova  Scotia is duly
organized and validly existing under the laws of the Province of Nova Scotia.

Based upon the foregoing,  we are of the further opinion that GM Nova Scotia has
the  corporate  capacity  to  enter  into  and  perform  all of its  obligations
contemplated by the Registration  Statement and the Indenture and the Guaranteed
Debt Securities to be issued pursuant to the Indenture.

We consent to the reliance by Martin I. Darvick, Attorney, Legal Staff of
General Motors Corporation, on our opinion for the purposes of delivering his
opinion of even date herewith as included as Exhibit 5(a) to the Registration
Statement.

Yours very truly,


/s/ Stewart McKelvey Stirling Scales