EXHIBIT 5(a)








                                November 19, 2004



General Motors Corporation
767 Fifth Avenue
New York, New York   10153-0075

Gentlemen:


         As Attorney, Legal Staff of General Motors (GM), I am familiar with the
Registration Statement, dated November 19, 2004, being filed by GM with the
Securities and Exchange Commission, relating to $20,000,000.00 of Deferred
Compensation Obligations, to be registered for the GMAC Mortgage Group Deferred
Compensation Plan for Executive Employees (the "Plan").

         It is my opinion that the Deferred Compensation Obligations 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 obligations as contemplated by said Plan, will be validly and legally
binding obligations of the Corporation in accordance with and subject to the
terms of the Plan.

         I hereby consent to the use of this opinion as Exhibit 5(a) of the
abovementioned Registration Statement, the use of my name in such Registration
Statement, and the use of my name in the related prospectus under the heading
"Legal Opinion".


                                              Very truly yours,


                                              /s/MARTIN I. DARVICK
                                              --------------------
                                              Martin I. Darvick,
                                              Attorney, Legal Staff

























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