EXHIBIT 5(b)

                                    [GM LOGO]
                           GENERAL MOTORS CORPORATION
Facsimile                          LEGAL STAFF                   Telephone
(313) 665-4979                                                   (313) 665-4922


February 28, 2003


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 (as
amended  from  time to  time,  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 that 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, subject to bankruptcy, insolvency,  reorganization
or other laws relating to or affecting the  enforcement of creditors'  rights or
by general principles of equity (whether considered in a proceeding in equity or
at law).

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,

/s/ Martin I. Darvick
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Martin I. Darvick
Attorney