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 GMAC
Mortgage Group Savings Incentive Plan (formerly GMAC Mortgage Corporation
Savings Incentive Plan)(the "Plan"); and (2) 100,000 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
II-9
