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General Motors Corporation
November 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Dear Sirs:
Re: General Motors Corporation Registration Statement on Form S-8
for the General Motors Stock Incentive Plan (the "Plan")
In connection with the registration of interests in respect of the Plan
and of 16,000,000 shares of General Motors $1-2/3 par value common stock,
pursuant to that Plan, an electronic transfer of the filing fee of $293,985.00
was made to the U.S. Treasury designated lockbox depository located in
Pittsburgh, Pennsylvania.
The aggregate offering price and the amount of the registration fee have
been based on a price of $66.09 per share, which was the average of the high and
low prices of General Motors $1-2/3 par value common stock, traded on the
Composite Tape on October 26, 1999.
All Securities Exchange Act of 1934 reports required to be filed have
been filed and are complete.
If you have any questions, please call Kelly Francis at (313) 667-7598.
Very truly yours,
GENERAL MOTORS CORPORATION
W. R. Kager, Director
Corporate Financial Policy
and Reporting
Attachment
cc: (without attachments) (with attachments)
Pete Bible John Behnfeldt
Wally Creek Kevin Cobb
Eric Feldstein Bill Cowell
Kelly Francis Martin Darvick (3)
Mike Losh Deloitte & Touche LLP (5)
Davis Polk & Wardwell (12)
General Motors Building 100 Renaissance Center Detroit, Michigan 48265-1000
EXHIBIT 5(a)
November 1, 1999
General Motors Corporation
767 Fifth Avenue
New York, New York 10153-0075
Gentlemen:
As Attorney, Legal Staff of General Motors Corporation (GM), I am
familiar with the Registration Statement, dated November 1, 1999, being filed by
GM with the Securities and Exchange Commission, relating to (1) interests in the
General Motors Stock Incentive Plan (the "Plan"); (2) 16,000,000 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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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
GENERAL MOTORS CORPORATION:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of General Motors Corporation of:
- - our report dated April 12, 1999 appearing in the Current Report on Form
8-K of General Motors Corporation dated April 12, 1999; and
- - our report dated January 20, 1999 (March 1, 1999 as to Note 19)
appearing on page IV-16 in the Annual Report on Form 10-K of General
Motors Corporation for the year ended December 31, 1998.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
November 1, 1999
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