
                                                                       EXHIBIT 5



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


                                           July 21, 1998



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 proposed  issue and sale of Medium-Term
Notes Due Nine Months to Thirty Years from Date of Issue (the "Notes")  pursuant
to a  Registration  Statement  filed this date,  I advise that in my opinion you
have full  power and  authority  under the laws of  Delaware,  the State of your
incorporation,  and under your  Certificate  of  Incorporation,  as amended,  to
borrow the money and to contract  the  indebtedness  to be evidenced by the said
Notes.

         It is my further  opinion that the  Indenture,  dated as of December 1,
1993, with Citibank, N.A., Trustee, as amended by a First Supplemental Indenture
dated as of January 1, 1998,  has been duly  authorized,  executed and delivered
and that the Notes,  when duly  executed  and  authenticated  as provided in the
Indenture, 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.

         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 Notes and to the use of my name in such  Registration  Statement
and in the related Prospectus under the heading "Legal Opinions".


                                           Very truly yours,

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