EXHIBIT 5(a)








                                 October 2, 2002



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 2, 2002, being filed by GM with
the Securities and Exchange Commission, relating to (1) interests in the General
Motors Personal Savings Plan for Hourly-Rate Employees in the United States (the
"Plan"); and (2) 4,000,000 shares of General Motors $1-2/3 par value common
stock to be registered for the Plan.

         It is my opinion that the interests in the Plan and the $1-2/3 par
value common stock to be registered, when sold or issued hereafter in accordance
with the provisions of said Plan, in accordance with Delaware law and upon
payment of the consideration for such shares as contemplated by said Plan, 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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