<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>4
<FILENAME>dex52.txt
<DESCRIPTION>OPINION OF MORGAN, LEWIS & BOCKIUS LLP
<TEXT>
<PAGE>

                                                                     Exhibit 5.2

                     Opinion of Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP
Counselors at Law

1701 Market Street
Philadelphia, PA 19103-2921
215.963.5000
Fax:  215.963.5299

                                  June 6, 2002

FMC Corporation
1735 Market Street
Philadelphia, PA 19103

Re:  FMC Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to FMC Corporation, a Delaware corporation (the
"Company"), in connection with the Form S-3 Registration Statement, Registration
No. 333-59543, as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to the
proposed offer and sale from time to time, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus") and as shall be set
forth in one or more supplements to the Prospectus (each, a "Prospectus
Supplement"), of the following securities of the Company with an aggregate
public offering price of up to $500,000,000, of which $155,000,000 has been
offered and sold prior to the date hereof: (i) shares of the Company's Common
Stock, $.10 par value per share ("Common Stock"); (ii) shares of the Company's
Preferred Stock, without par value (collectively, "Preferred Stock"); (iii)
depository shares ("Depository Shares") representing Preferred Stock; (iv) debt
securities ( "Debt Securities"), which may be issued under the Indenture, dated
as of July 1, 1996, between the Company and a trustee (the "Senior Indenture"),
or the form of Subordinated Indenture, between the Company and a trustee (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"); (v) warrants to purchase Common Stock ("Common Stock Warrants");
(vi) warrants to purchase Preferred Stock ("Preferred Stock Warrants"); and
(vii) warrants to purchase Debt Securities ("Debt Warrants" and, collectively
with the Common Stock Warrants and the Preferred Stock Warrants, the
"Warrants"). The Common Stock, Preferred Stock, Depository Shares, Debt
Securities and Warrants issued on or after the date of this opinion are
collectively referred to herein as the "Securities."

     In connection with this opinion, we have examined copies of (1) the
Registration Statement, (2) the Company's Restated Certificate of Incorporation
(the "Certificate"), (3) the Company's Bylaws, as amended (the "Bylaws"), (4)
certain resolutions of the Company's Board of Directors relating to the
Registration Statement (the "Board Resolutions") and (5) such other documents as
we have deemed appropriate. In our examination, we have assumed the

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genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all
documents submitted to us as copies. With respect to matters of fact relevant to
our opinion, we have relied upon certificates of officers of the Company and
representations made by the Company in other documents examined by us. We have
also obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary.

     For the purpose of the opinions set forth below, we have assumed, without
independent investigation, that (1) the issuance, sale, amount and terms of
Securities to be offered from time to time will be duly authorized and
established in accordance with the Certificate, the Bylaws, the Board
Resolutions and the Delaware General Corporation Law (each, a "Corporate
Action"); (2) prior to any issuance of shares of a class or series of Preferred
Stock, an appropriate certificate of designation with respect to shares relating
to such class or series of Preferred Stock will have been duly authorized
pursuant to the Board Resolutions and filed with the Secretary of State of the
State of Delaware; (3) any Warrants will be issued under one or more warrant
agreements (each, a "Warrant Agreement") between the Company and a financial
institution identified in the Warrant Agreement as a warrant agent (each, a
"Warrant Agent"); (4) any Depository Shares will be issued under one or more
deposit agreements (each, a "Deposit Agreement") between the Company and a
financial institution identified in the Deposit Agreement as a Depository (each,
a "Depository"); (5) any Debt Securities will be issued in accordance with the
provisions of the applicable Indenture; (6) the Registration Statement and any
post-effective amendments thereto will be effective and will comply with all
applicable laws at the time the Securities are offered or issued as contemplated
by the Registration Statement; (7) a Prospectus Supplement or term sheet will
have been prepared and filed with the Commission describing the Securities
offered thereby and will comply with all applicable laws; (8) all Securities
will be issued and sold in compliance with all applicable laws; and (9) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered or issued will have been duly authorized and validly executed
and delivered by the Company and the other parties thereto.

     We are opining herein as to the effect on the subject transactions only of
the Delaware General Corporation Law and the internal laws of the Commonwealth
of Pennsylvania, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction. We have
assumed that to the extent any of the Securities, or agreements and undertakings
of the Company relating to the Securities, contain provisions which require
compliance with laws other than the Delaware General Corporation Law or the
internal laws of the Commonwealth of Pennsylvania, such compliance has occurred
or will occur.

     Subject to the foregoing and the other matters set forth herein, we are of
the opinion as of the date hereof that:

1. Upon due authorization by appropriate Corporate Action and due execution,
authentication and delivery in accordance with the applicable Indenture against
payment therefor in accordance with the terms of the Corporate Action and as
contemplated by the Registration Statement and applicable Prospectus Supplement,
or, if applicable, upon the exercise of any Debt Warrants in accordance with
their terms, the Debt Securities will constitute valid and binding obligations
of the Company.

2. Upon due authorization by appropriate Corporate Action of the issuance and
sale of shares of a class or series of Preferred Stock (including Preferred
Stock represented by Depository Shares) and upon issuance and delivery of such
shares of Preferred Stock against payment for such shares in accordance with the
terms of the Corporate Action and as contemplated by the Registration


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Statement and the applicable Prospectus Supplement, or, if applicable, upon the
exercise of any Preferred Stock Warrants in accordance with their terms, such
shares of such class or series of Preferred Stock will be validly issued, fully
paid and nonassessable.

3. When a Deposit Agreement providing for the specific terms of a particular
issuance of Depository Shares has been duly authorized by appropriate Corporate
Action and has been duly executed and delivered by the Company and the
Depository named in the Deposit Agreement and the terms of the shares of
Preferred Stock represented by such Depository Shares and of their issuance and
sale have been duly established in conformity with such Deposit Agreement, the
shares of Preferred Stock represented by such Depository Shares are validly
issued and delivered to the Depository under the terms of such Deposit
Agreement, the depository receipts evidencing the Depository Shares are duly
executed and authenticated in accordance with such Deposit Agreement and
delivered against payment for such Depository Shares in accordance with the
terms of the Corporate Action and as contemplated in the Registration Statement
and the applicable Prospectus Supplement, such Depository Shares will be validly
issued and such depository receipts will entitle the holders thereof to the
rights specified therein and in the Deposit Agreement.

4. Upon the authorization by appropriate Corporate Action of the issuance and
sale of shares of Common Stock and upon issuance and delivery of such shares of
Common Stock against payment for such shares in accordance with the terms of the
Corporate Action and as contemplated by the Registration Statement and the
applicable Prospectus Supplement, or, if applicable, upon the exercise of any
Warrants or conversion of any Preferred Stock in accordance with their
respective terms, such shares of Common Stock will be validly issued, fully paid
and nonassessable.

5. When a Warrant Agreement providing for the specific terms of a particular
issuance of Warrants has been duly authorized by appropriate Corporate Action
and has been duly executed and delivered by the Company and the Warrant Agent
named in the Warrant Agreement, and Warrants conforming to the requirements of
the related Warrant Agreement have been duly countersigned or authenticated, as
required, by the Warrant Agent and duly executed and delivered by the Company
against payment for such Warrants in accordance with the terms of the Corporate
Action and as contemplated by the Registration Statement and the applicable
Prospectus Supplement, such Warrants will constitute valid and binding
obligations of the Company.

     To the extent that the obligations of the Company under a Deposit Agreement
relating to the Depository Shares, under an Indenture relating to the Debt
Securities or under a Warrant Agreement relating to Warrants may be dependent
upon such matters, we have assumed for purposes of this opinion (i) that the
applicable depository, trustee or agent, as the case may be, is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and is duly qualified to engage in the activities contemplated by
the applicable Deposit Agreement, Indenture or under a Warrant Agreement
relating to Warrants, as the case may be, (ii) that such Deposit Agreement,
Indenture or Warrant Agreement, as the case may be, has been duly authorized,
executed and delivered by and constitutes the legal, valid and binding
obligation of such depository, trustee or agent, as the case may be, enforceable
in accordance with its terms, (iii) that such depository, trustee or agent, as
the case may be, is in compliance, generally and with respect to acting as a
depository, trustee or agent, respectively, under the applicable Deposit
Agreement, Indenture or Warrant Agreement, with all applicable laws and
regulations and (iv) that such depository, trustee or agent has the requisite
organizational and legal power and authority to perform its obligations under
the applicable Deposit Agreement,


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Indenture or Warrant Agreement, as the case may be.

     The opinions set forth in paragraphs 1, 3 and 5 above are subject to the
effect of bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors and the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
may be brought.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP


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