<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exh5.txt
<DESCRIPTION>OPINION OF CONSENT OF COUNSEL MID
<TEXT>

                                                                       EXHIBIT 5


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                             300 Renaissance Center
                             DETROIT, MICHIGAN 48265


                                                   March 06, 2001


GENERAL MOTORS ACCEPTANCE CORPORATION
200 Renaissance Center
DETROIT, MICHIGAN 48265

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  $30,000,000,000,  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  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
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, a
Fourth Supplemental  Indenture dated as of January 1, 1998, a Fifth Supplemental
Indenture dated September 30, 1998 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
</TEXT>
</DOCUMENT>
