

                                                                   EXHIBIT 5


July 29, 1997




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC  20549-1004

Re:  General Mills, Inc. Registration Statement on Form S-8

To the Commission:

       I am Senior Vice  President and General  Counsel of General  Mills,  Inc.
(the "Company"),  and I am fully familiar with its business and affairs.  I have
acted as  counsel  to the  Company  in  connection  with the  filing  under  the
Securities Act of 1933 of the Registration Statement on Form S-8 relating to the
General Mills,  Inc.  Deferred  Compensation  Plan (the "Plan") and the issuance
under the Plan of General  Mills common  stock  ("Common  Stock"),  and deferred
compensation  obligations (the "Obligations") which represent the Obligations of
the Company to pay deferred  compensation  in the future in accordance  with the
Plan.  In such  capacity,  I have  examined  originals  or copies,  certified or
otherwise  identified to my satisfaction,  of such documents,  corporate records
and other instruments  relating to such securities as I have deemed necessary or
appropriate in connection  with this opinion,  including the following:  (a) the
Certificate  of  Incorporation  of the Company as presently  in effect;  (b) the
By-Laws  of the  Company;  (c)  the  records  of  corporate  proceedings  of the
stockholders and Board of Directors of the Company relating to the authorization
and issuance of its stock; and (d) the Plan.

Based on the foregoing, I am of the opinion that:

     1.   The shares of Common Stock of the Company covered by this Registration
          Statement,  when  issued  in  accordance  with  the  proper  corporate
          authorizations, will be legally issued, fully paid and non-assessable;

     2.   When  issued by the Company in the manner  provided  in the Plan,  the
          Obligations  will be valid and  binding  obligations  of the  Company,
          enforceable  against  the  Company in  accordance  with  their  terms,
          subject,   as  to   enforcement   to   (i)   bankruptcy,   insolvency,
          reorganization,  arrangement  or other laws of  general  applicability
          relating  to  or  affecting   creditors'   rights,  and  (ii)  general
          principles  of equity,  whether such  enforcement  is  considered in a
          proceeding in equity or at law.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to me under the caption "Interests of
Named Experts and Counsel" contained in the Registration Statement.

                                      Very truly yours,

                                      /s/ Siri S. Marshall

                                      Siri S. Marshall
                                      Senior Vice President
                                      General Counsel

