
                                                                       EXHIBIT 5

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                            3031 WEST GRAND BOULEVARD
                             DETROIT, MICHIGAN 48202


                                          August 8, 1997



GENERAL MOTORS ACCEPTANCE CORPORATION
3044 WEST GRAND BOULEVARD
DETROIT, MICHIGAN 48202

Dear Sirs:

      As Assistant General Counsel of General Motors Acceptance Corporation (the
"Company") in  connection  with the  registration  of your Debt  Securities  and
Warrants  (the  "Securities")  from  which the  company  will  receive  up to an
aggregate of $5,000,000,000, for issuance from time to time pursuant to Rule 415
of the Securities Act of 1933, as amended,  I advise that in my opinion you have
full  power  and  authority  under  the  laws of New  York,  the  State  of your
incorporation,  and under your Restated  Organization  Certificate to borrow the
money and to contract the indebtedness to be evidenced by the said Securities.

      It is my further  opinion  that the  Indenture,  dated as of July 1, 1982,
with The Bank of New York, Successor Trustee, as amended by a First Supplemental
Indenture dated as of April 1, 1986, a Second Supplemental Indenture dated as of
June 15, 1987, a Third Supplemental Indenture dated as of September 30, 1996 and
as further  amended by the Trust  Indenture  Reform Act of 1990  (together,  the
"Indenture"), has been duly authorized, executed and delivered and that the Debt
Securities,  as provided in the Indenture,  and the Warrants, as provided in the
Warrant Agreement, when duly authorized, executed and authenticated,  issued and
paid for,  will be valid and  legally  binding  obligations  of the  Company  in
accordance  with and subject to the terms  thereof and of the  Indenture and the
Warrant Agreement, as the case may be.

      I hereby consent to the use of the foregoing  opinion as Exhibit 5 of your
Registration  Statement  filed with the United  States  Securities  and Exchange
Commission  under the  Securities  Act of 1933, as amended,  with respect to the
above  mentioned  Securities  and to the use of my  name  in  such  Registration
Statement and in the related Prospectus  Supplement(s)  under the heading "Legal
Opinions".



                                          Very truly yours,

                                          s/ Martin I. Darvick
                                          -------------------------
                                          Martin I. Darvick
                                          Assistant General Counsel



