Exhibit 5.1


                                November 20, 2002



General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota  55426

Re:     Registration Statement on Form S-3
        333-75808


Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of General Mills,
Inc., a Delaware corporation (the "Company"), and I and those under my
supervision have acted as counsel to the Company in connection with a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of debt
securities of the Company having an aggregate initial offering price of
$8,000,000,000 to be offered from time to time and a Prospectus Supplement dated
November 15, 2002 to the Prospectus dated February 11, 2002 (together, the
"Prospectus Supplement") relating to the offer and sale by the Company under the
Registration Statement of $135,000,000 aggregate principal amount of the
Company's 3.901% Notes due 2007 (the "3.901% Notes"). The 3.901% Notes are to be
issued under an Indenture dated as of February 1, 1996 (the "Indenture") between
the Company and U.S. Bank National Association (formerly known as First Trust of
Illinois, National Association), as Trustee (the "Trustee") and sold pursuant to
a Placement Agency Agreement dated November 15, 2002 (the "Agency Agreement")
between the Company and Banc of America Securities LLC, J.P. Morgan Securities
Inc., Fleet Securities, Inc., HSBC Securities (USA) Inc. and Wachovia
Securities, Inc.

I or those under my supervision have examined such documents and have reviewed
such questions of law as I have deemed necessary and appropriate for the
purposes of furnishing this opinion.

In rendering my opinion, I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to me as copies. I
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), executed and
delivered by such parties and that such agreements or instruments are the valid,
binding and enforceable obligations of such parties. I have relied as to matters
of fact




General Mills, Inc.
November 20, 2002
Page 2



(but not as to legal conclusions), to the extent I deem proper, on certificates
of responsible officers of the Company and public officials.

Based on the foregoing, I am of the opinion that the 3.901% Notes have been duly
authorized and executed by the Company and, when authenticated by the Trustee in
the manner specified in the Indenture and delivered against payment therefor
pursuant to the Agency Agreement, will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.

The opinion set forth above is subject to the following qualifications and
exceptions:

               (a) My opinion is subject to the effect of any applicable
        bankruptcy, insolvency, reorganization, moratorium or other similar law
        of general application affecting creditors' rights.

               (b) My opinion is subject to the effect of general principles of
        equity, including (without limitation) concepts of materiality,
        reasonableness, good faith and fair dealing, and other similar doctrines
        affecting the enforceability of agreements generally (regardless of
        whether considered in a proceeding in equity or at law).

               (c) I express no opinion as to the enforceability of (i)
        provisions that relate to choice of law; (ii) waivers by the Company of
        any statutory or constitutional rights or remedies; or (iii) terms which
        excuse any person or entity from liability for, or require the Company
        to indemnify such person or entity against, such person's or entity's
        negligence or willful misconduct.

               (d) I draw your attention to the fact that, under certain
        circumstances, the enforceability of terms to the effect that provisions
        may not be waived or modified except in writing may be limited.

My opinion expressed above is limited to the federal laws of the United States,
the laws of the State of New York and the Delaware General Corporation Law.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to myself under the caption "Validity of Notes"
in the Prospectus Supplement.


                                             Very truly yours,

                                             / s / Siri S. Marshall