EXHIBIT 5(a)
October 3, 2000
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 3, 2000, being filed by GM with
the Securities and Exchange Commission, relating to (1) interests in the General
Motors Savings-Stock Purchase Program for Salaried Employees in the United
States (the "Program"); and (2) 40,000,000 shares of General Motors Class H
common stock, $0.10 par value, to be registered for the Program.
It is my opinion that the interests in the Program and the General
Motors Class H common stock to be registered, when sold or issued hereafter in
accordance with the provisions of said Program, in accordance with Delaware law
and upon payment of the consideration for such shares as contemplated by said
Program, 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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