"She didn't want me to go through life shut down," the star tells PEOPLE
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Oscar winner Sandra Bullock opens up for the first time about fostering and adopting her 3½-year-old daughter, Laila. Subscribe now for instant access to the exclusive interview, plus the adorable family photos of Laila and brother Louis, or pick up PEOPLE on newsstands Friday!

Before she adopted 3 ½-year-old daughter Laila, Sandra Bullock was already a mom to 5-year-old son Louis – but she acknowledges that having a little girl gave her pause.

“I have to be honest and say the thought of having a daughter scared me,” she tells PEOPLE exclusively in this week’s cover story.

The reason, she says, stems from words frequently spoken by her later mother Helga, a German opera singer who died in 2000.

“My mother always said, ‘You just wait till you have a daughter,’ ” says the Oscar winner, 51. “And the thought that a daughter of mine would be anything like I was scared me senseless.”

But Bullock also shares that her mom’s advice has profoundly shaped her in the years since.

“Before my mom passed away, we had a moment at her bedside where I was shut down and trying not to cry, and she simply said, ‘Don’t be like me,’ ” recalls the star.

“In that moment a lot of our lifetime together had been explained. She didn’t want me to go through life shut down, afraid of feeling. Well, life has made sure I feel everything now, and I’m not ashamed to admit it anymore.”

As for raising a daughter of her own, Bullock says, “If Laila gave me what I gave, I’ll know it was all Helga B.’s doing and she is laughing her ass off. I am fully prepared for that ride.”

To learn more about adoption and fostering in the U.S., go to adoptuskids.org and kids-alliance.org.