EXHIBIT 5.1

                               September 24, 2003

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
September 17, 2003 to Prospectus dated February 11, 2002 (together the
"Prospectus Supplement") relating to the offer and sale by the Company under the
Registration Statement of $500,000,000 aggregate principal amount of the
Company's 2 5/8 % Notes due 2006 (the "2 5/8 % Notes"). The 2 5/8 % 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 an Underwriting Agreement dated September 17, 2003 (the
"Underwriting Agreement") between the Company and Credit Suisse First Boston LLC
and UBS Securities LLC.

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 (but not to legal conclusion), 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 2 5/8 % Notes have been
duly authorized and executed by the Company and, when authenticated by the
Trustee in the manner specified in


General Mills, Inc.
September 24, 2003
Page 2


the Indenture and delivered against payment therefore pursuant to the
Underwriting 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


                                                Siri S. Marshall