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                                                                Exhibit 5.i.(c)


IMC Global Inc.                                                  +31 20-5517555
100 South Saunders Road
Suite 300
Lake Forest, Illinois 60045
United States of America

IMC Global Netherlands B.V.
Strawinskylaan 3105 7hg
1077 ZX Amsterdam
The Netherlands

November 8, 2001
22129912-000001 /KJS/JAR


RE:  IMC GLOBAL NETHERLANDS B.V. - REGISTRATION STATEMENT ON FORM S-4,
     REGISTRATION NO. 333-71510


Ladies and Gentlemen:

We are acting as special legal counsel to IMC Global Netherlands B.V., a private
liability company incorporated under the laws of the Netherlands with its
principal offices at Amsterdam, the Netherlands (the "COMPANY") in connection
with the execution and deliverance of the Supplemental Indenture (the
"SUPPLEMENTAL INDENTURE"), dated August 2, 2001, entered into between IMC Global
Inc., the Company and the Trustee whereby the Company becomes a party to (a) an
indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001 providing for
the issuance of an aggregate principal amount of up to $400 million of 10.875%
Senior Notes due 2008 (the "SEVEN YEAR NOTES") and (b) an indenture (the "TEN


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YEAR INDENTURE" and together with the Seven Year Indenture, the "INDENTURE"),
dated as of May 17, 2001 providing for the issuance of an aggregate principal
amount of up to $300 million of 11.250% Senior Notes due 2011 (the "TEN YEAR
NOTES" and together with the Seven Year Notes, the "NOTES") to The Bank of New
York, as trustee (the "TRUSTEE").

In arriving at the opinions expressed below, words and expressions defined in
the Indenture will, unless otherwise defined herein, have the same meanings when
used in this letter.

We have examined and relied only on the following documents:

(a)      a copy of the articles of association of the Company dated June 29,
         2001;

(b)      an excerpt (the "EXCERPT") dated August 23, 2001 from the Commercial
         Register of the Chamber of Commerce Amsterdam (the "CHAMBER OF
         COMMERCE") regarding the registration of the Company with the Chamber
         of Commerce under number 34158601, and today's confirmation from the
         Chamber of Commerce by telephone that no changes apply to the Excerpt;

(c)      a written resolution by the board of managing directors (BESTUUR) of
         the Company dated August 2, 2001 authorising the execution by the
         Company of the Supplemental Indenture;

(d)      the Officer's Certificate, dated August 22, 2001, by the corporate
         officers of the Company (the "OFFICER'S CERTIFICATE");

(e)      a letter by IMC USA Inc. adressed to ABN AMRO Trust Company (Nederland)
         BV approving and ratifying the entering into the Supplemental Indenture
         by the Company;

(f)      an executed copy of the Seven Year Indenture;

(g)      an executed copy of the Ten Year Indenture;

(h)      a signed copy of the Supplemental Indenture.


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The documents under (a) through (e above are together referred to as the
"CORPORATE DOCUMENTS" and the documents under (a) through (h) above are together
referred to as the "DOCUMENTS".

Except as stated above, we have not examined any documents entered into by or
affecting the Company or any corporate records of the Company and have not made
any other enquiries concerning the Company.

In examining and describing the above documents and in giving the opinions
stated below, we have, to the extent necessary to form the opinions given below,
with your permission, assumed the following:

(i)      the genuineness of all signatures on all documents or on the originals
         thereof;

(ii)     the authenticity and completeness of all documents submitted to us as
         originals and the conformity to originals of all conformed, copied,
         faxed or specimen documents;

(iii)    the accuracy, completeness, validity and binding effect of the
         Corporate Documents and the factual matters certified or evidenced
         thereby at the date hereof and at any other relevant date;

(iv)     that nothing in this opinion is affected by the provisions of any law
         (other than the laws of the Netherlands);

(v)      that the Company has not passed a resolution to voluntarily wind-up
         (LIQUIDEREN), merge (FUSEREN) or de-merge (SPLITSEN) the Company and no
         petition has been presented nor order made by a court for the
         bankruptcy (FAILISSEMENT) or moratorium of payment (SURSEANCE VAN
         BETALING) of the Company and no receiver, trustee, administrator or
         similar officer has been appointed in respect of the Company or its
         assets and that no decision has been taken to dissolve (ONTBINDEN) the
         Company by (i) the Chamber of Commerce by virtue of article 2:19a of
         the Dutch Civil Code or (ii) the relevant District Court
         (ARRONDISSEMENTSRECHTBANK) by virtue of article 2:20a of the Dutch
         Civil Code.

         Although not constituting conclusive evidence thereof, our assumption
         is supported by information obtained by telephone today from the
         Bankruptcy's


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         Clerk Office (FAILLISSEMENTSGRIFFIE) of the District Court of Amsterdam
         (being the competent court in view of the Company's corporate seat
         being at Amsterdam) and from the Chamber of Commerce.

(vi)     the Documents are within the capacity and powers of, and have been
         validly authorised and signed by each party other than the Company;

(vii)    each party to the Documents (other than the Company) has been duly
         incorporated and organised and is validly existing and in good standing
         (where such concept is legally relevant) under the laws of its
         jurisdiction of incorporation and of the jurisdiction of their
         principal place of business and will take, or has taken, all action
         (corporate or otherwise) required to execute, deliver and perform the
         Documents;

(viii)   under the laws of the State of New York to which the Ten Year Indenture
         the Seven Year Indenture and the Supplemental Indenture are expressed
         to be subject and any other applicable law (other than the law of the
         Netherlands) the Ten Year Indenture, Seven Year Indenture and the
         Supplemental Indenture constitute valid and legally binding obligations
         for the Company;

(ix)     under the laws of the State of New York to which the Ten Year Indenture
         the Seven Year Indenture and the Supplemental Indenture are expressed
         to be subject and any other applicable law (other than the law of the
         Netherlands), the guarantees referred to in Article 10 of the Ten Year
         Indenture and in Article 10 of the Seven Year Indenture, constitute the
         valid and legally binding obligations of each party thereto (including
         the Company) enforceable in accordance with their respective terms.

(x)      That the entering into of the Ten Year Indenture, the Seven Year
         Indenture and the Supplemental Indenture can be regarded as being in
         the corporate interest of the Company for purposes of section 2 : 7 of
         the Dutch Civil Code.

We do not express an opinion on the completeness or accuracy of the
representations or warranties made by the parties to the Ten Year Indenture,
Seven Year Indenture and Supplemental Indenture, matters of fact, matters of law
(other than the laws of the Netherlands), international law, including, without
limitation, the law of the European Union, and tax and anti-trust law, except to
the extent that



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those representations and warranties and matters of fact and law are explicitly
covered by the opinions below and except to the extent the law of the European
Union (other than anti-trust and tax law) has direct force and effect in the
Netherlands. No opinion is given on commercial, accounting, tax or non-legal
matters or on the ability of the parties to meet their financial or other
obligations under the Ten Year Indenture, Seven Year Indenture and Supplemental
Indenture.

Based upon and subject to the foregoing and subject to any matters, documents or
events not disclosed to us by the parties concerned and having regard to such
legal consideration as we deem relevant, and subject to the qualifications
listed below we are of the opinion that:

a.       The Company is a corporation duly incorporated under the laws of the
         Netherlands as a private company with limited liability (BESLOTEN
         VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID).

b.       The Company has the corporate power and capacity to carry on the type
         of business as described in its articles of association; such business
         includes the borrowing or granting of loans, as well as the granting of
         security, to guarantee the obligations of other persons, in any other
         manner, or to become jointly or severally liable for others (including
         group companies) (ZICH OP ANDERE WIJZE STERK MAKEN OF ZICH HOOFDELIJK
         NAAST OF VOOR ANDEREN VERBINDEN (INCLUSIEF GROEPSMAATSCHAPPIJEN).

c.       The Company is represented by the board of directors (DIRECTIE). Each
         member of the board of directors may also represent the Company.
         Pursuant to the Excerpt ABN AMRO Trust Company (Nederland) B.V. is the
         sole director of the Company.

d.       The guarantees referred to in Article 10 of the Ten Year Indenture and
         in Article 10 of the Seven Year Indenture , constitute the valid and
         legally binding obligations of the Company and are enforceable in
         accordance with their respective terms.

e.       The execution, delivery and performance of the Supplemental Indenture
         by the Company has been duly authorised by all requisite corporate
         action required by its articles of association and by Dutch corporate
         law.


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The opinions expressed above are subject to the following qualifications:

(i)      The courts of the Netherlands may give effect to the mandatory rules of
         the laws of another country with which the situation has a close
         connection, if and insofar as, under the law of the latter country,
         those rules must be applied whatever the law applicable to the
         contract. In considering whether to give effect to these mandatory
         rules of such third country, the nature and purpose and the
         consequences of their application or non-application will be taken into
         account. Moreover, a Dutch court may give effect to the rules of the
         laws of the Netherlands in a situation where they are mandatory
         irrespective of the law otherwise applicable to the documents in
         question.

(ii)     The application of a rule of the law of any country that otherwise
         would govern an agreement (which would also include the Ten Year
         Indenture, Seven Year Indenture and the Supplemental Indenture) may be
         refused by the courts of the Netherlands if such application is
         manifestly incompatible with the public policy (ORDRE PUBLIC) of the
         Netherlands.

(iii)    To the extent that the laws of the Netherlands would apply to the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture (i)
         the courts of the Netherlands may deem applicable in addition to the
         legal consequences (RECHTSGEVOLGEN) which have been agreed upon by the
         parties, such legal consequences which, pursuant to the nature the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture,
         would result from the law, usual practices or the requirements of
         reasonableness and fairness (REDELIJKHEID AND BILLIJKHEID), (ii) the
         enforcement of obligations may be limited to the extent that a court
         may, as a result of general principles of Dutch civil law and dependent
         upon all relevant circumstances of the particular case, deem
         enforcement unacceptable with a view to the standards of reasonableness
         and fairness and (iii) the courts of the Netherlands may change the
         effects of a contractual obligation at the request of any one of the
         parties thereto, or terminate the whole or any part of such contractual
         obligations on the ground that unforeseen circumstances have occurred
         of such a nature that the other party or parties may, according to
         standards of reasonableness and fairness, not expect an unchanged
         performance of the obligation under such contractual obligation; such a
         change or termination may be given retroactive force, and (iv) the
         courts of the Netherlands may change the effects of a contractual
         obligation on the basis of abuse of authority (MISBRUIK VAN
         BEVOEGDHEID). Moreover,


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         enforcement of the documents may be subject to restrictions as a result
         of lack of consensus ad idem (WILSGEBREKEN) and the legal consequences
         thereof.

(iv)     Any enforcement of the Ten Year Indenture, Seven Year Indenture and the
         Supplemental Indenture and of any foreign judgments in the Netherlands
         will be subject to the rules of civil procedure as applied by the
         courts of the Netherlands; such courts have the power to make an award
         in a foreign currency; enforcement against the assets in the
         Netherlands of a judgment for a sum of money expressed in foreign
         currency would be executed, however, in terms of Dutch legal tender and
         the applicable rate of exchange would be that prevailing at the date of
         payment.

(v)      Enforcement of obligations before the courts of the Netherlands will be
         subject to the degree to which the relevant obligations are enforceable
         under their governing law, to the nature of the remedies available in
         the courts of the Netherlands, the acceptance by such courts of
         jurisdiction, the effect of provisions imposing prescription periods
         and to the availability of defences such as set off (unless validly
         waived) and counter-claim; specific performance may not always be
         awarded. In addition, our opinion is subject to and limited by the
         provisions of any applicable bankruptcy, insolvency, moratorium and
         other laws of general application relating to or affecting generally
         the enforcement of creditors' rights and remedies (including the
         doctrine of creditors' prejudice (ACTIO PAULIANA) within the meaning of
         Section 3:45 of the Dutch Civil Code and/or Section 42 et. sec. of the
         Dutch Bankruptcy Code (FAILLISSEMENTSWET).

(vi)     The terms "legal", "valid", "binding", "obligation" and "enforceable"
         mean that the obligations to which those terms relate are of a type
         which under the laws of the Netherlands are generally recognised or are
         generally enforceable, however specific performance may not always be
         granted by Dutch courts.

(vii)    All powers of attorney (including, but not limited to, powers of
         attorney expressed to be irrevocable and all appointments of agents) by
         the Company, explicitly or by implication, terminate by operation of
         law and without notice upon the bankruptcy (FAILLISSEMENT) of the
         Company.


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(viii)   Powers of attorney, which are expressed to be irrevocable, are not
         capable of being revoked insofar as they extend to the performance of
         legal acts (RECHTSHANDELINGEN) which are in the interest of the
         attorney appointed under such power of attorney or a third party.
         However, at the request of the person issuing the power of attorney, an
         heir or the trustee of such person, the court may amend or cancel an
         irrevocable power of attorney for significant reasons.

(ix)     Unless otherwise provided therein, any power of attorney terminates by
         operation of law upon the death of, the commencement of legal
         guardianship over, the bankruptcy of, or the declaration that a debt
         settlement arrangement shall apply to, the attorney appointed under
         such power of attorney or by notice of termination given by such
         attorney.

         Any appointment of a process agent is subject to the rules set forth in
         qualifications (vii) through (ix).

(x)      Agreements may be amended orally by the parties thereto notwithstanding
         provisions therein to the contrary.

(xi)     The taking of concurrent proceedings in more than one jurisdiction may
         be disallowed by the courts of the Netherlands, but such courts have
         the power to stay proceedings if concurrent proceedings are being
         brought elsewhere; finally, the ability of any party to assume control
         over another party's proceedings before the courts of the Netherlands
         may be limited by Dutch rules of civil procedure.

(xii)    Service of process before a Dutch court must be performed in accordance
         with Dutch law of civil procedure.

(xiii)   Insofar as the laws of the Netherlands are concerned the courts of the
         Netherlands have the discretion to decrease the amount of the agreed
         upon damages, indemnities or penalties provided for under the Ten Year
         Indenture, Seven Year Indenture and the Supplemental Indenture which
         they regard as manifestly excessive.

(xiv)    The question whether or not provisions in the Ten Year Indenture, Seven
         Year Indenture and the Supplemental Indenture which may be invalid or
         void may be severed from the other provisions thereof in order to save
         those



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         other provisions (PARTIELE NIETIGHEID) would be determined by Dutch
         courts at their discretion.

(xv)     the Company is obliged to comply with all notification and registration
         requirements of the Dutch Central Bank (DE NEDERLANDSCHE BANK N.V. :
         hereinafter referred to as "DNB") in connection with payments to be
         made by the Company in or from non-residents of the Netherlands in
         accordance with the General Reporting Instructions 2000
         (RAPPORTAGEVOORSCHRIFTEN BUITENLANDS BETALINGSVERKEER 2000) issued by
         DNB pursuant to the External Financial Relations Act 1994 (WET
         FINANCIELE BETREKKINGEN BUITENLAND 1994), although a failure to perform
         any of these formalities will not adversely affect the validity,
         effectiveness, enforceability or admissibility in evidence of the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture or
         any payment made or to be made thereunder.

(xvi)    There is no treaty regarding the recognition and enforcement of
         judicial decisions between the United States of America and the
         Netherlands. Therefore, a final judgement against the Company rendered
         by any New York State or Federal court sitting in the City of New York
         State would not be automatically be enforceable in the Netherlands.
         However, a final judgment obtained in a New York State or Federal court
         sitting in the City of New York State and not rendered by default,
         which is not subject to appeal or other means of contestation ans is
         enforceable in New York with respect to the payment of obligations of
         the Company under the Documents expressed to be subject to New York law
         would generally be upheld and be regarded by a Dutch court of competent
         jurisdiction as conclusive evidence when asked to render a judgement in
         accordance with that judgment by a New York court, without substantive
         re-examination or re-litigation of the merits of the subject matter
         thereof, if that judgment has been rendered by a court of competent
         jurisdiction, in accordance with the principles of natural justice, its
         contents and enforcement do not conflict with Dutch public policy
         (ordre public) and it has not been rendered in proceedings of a penal
         or revenu or other public law nature.

In issuing this opinion we do not assume any obligation to notify or to inform
you of any developments subsequent to its date that might render its contents
untrue or inaccurate in whole or in part at such time.



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This opinion:

(a)      expresses and describes Dutch legal concepts in English and not in
         their original Dutch terms; these concepts may not be identical to the
         concepts described by the English translations; this opinion may
         therefore be relied upon only on the express condition that it shall be
         governed by and that all words and expressions used herein shall be
         construed and interpreted in accordance with the laws of the
         Netherlands;

(b)      speaks as of the date stated above;

(c)      is addressed to you and is solely for your benefit;

(d)      is strictly limited to the matters set forth herein and no opinion may
         be inferred or implied beyond that expressly stated herein;

(e)      may not be relied upon by any other person, company, enterprise or
         institution other than you.

The foregoing opinion is limited to the laws of the Netherlands as at present in
effect.

This opinion is given by the undersigned, a partner of Baker & McKenzie,
Amsterdam and not by or on behalf of any other office or associated firm of
Baker & McKenzie. In this opinion the expressions "we", "us", "our" and like
expression should be construed accordingly.

Yours sincerely,

/s/ K.J.T. Smit                                     /s/ P.L.A.M. Schroeder
- -----------------------------                       ----------------------------
K.J.T. Smit                                         P.L.A.M. Schroeder