ELIZABETH L. WITTENBERG
Assistant General Counsel
Assistant Secretary
Telephone:  (763) 764-2167
Facsimile:  (763) 764-5011



June 7, 2002                                                           Exhibit 5
                                                                       ---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC  20549-1004

Re:      General Mills, Inc. Registration Statement on Form S-8
         2001 Compensation Plan for Non-Employee Directors

To the Commission:

I am Associate General Counsel and Assistant Secretary of General Mills, Inc.
(the "Company"), and I am fully familiar with its business and affairs. I have
acted as counsel to the Company in connection with the filing under the
Securities Act of 1933 of the Registration Statement on Form S-8 relating to the
Company's 2001 Compensation Plan for Non-Employee Directors. In such capacity, I
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records and other instruments
relating to such securities as I have deemed necessary or appropriate in
connection with this opinion, including the following: (a) the Certificate of
Incorporation of the Company as presently in effect; (b) the By-Laws of the
Company; and (c) the records of corporate proceedings of the stockholders and
Board of Directors of the Company relating to the authorization and issuance of
its stock.

Based on the foregoing, I am of the opinion that the shares of common stock of
the Company covered by this Registration Statement, when issued in accordance
with the proper corporate authorizations, will be legally issued, fully paid and
non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me under the captions "Interests
of Named Experts and Counsel" contained in the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Elizabeth L. Wittenberg

                                                     Elizabeth L. Wittenberg

ELW/bg