EXHIBIT 5.2


July 12, 2002


Companhia Vale Do Rio Doce
Avenida Graca Aranha, No. 26
20005-900, Rio de Janeiro
RJ, Brazil


Ladies and Gentlemen,

I serve as general counsel of Companhia Vale do Rio Doce, a corporation
(sociedade anonima) organized under the laws of the Federative Republic of
Brazil (the "CVRD") and hereby render this opinion in connection with the
Amendment No. 1 to the Registration Statement on Form F-4 (the "Registration
Statement") (Registration No. 333-84696) filed with the United States
Securities and Exchange Commission by CVRD and Vale Overseas Limited (the
"Company") relating to the Company's Series B 8.625% Enhanced Guaranteed Notes
(the "Notes"). The Notes are irrevocably and unconditionally guaranteed (the
"Guaranty") by CVRD. I have examined such matters of fact and law as I have
deemed necessary or advisable for the purpose of this opinion.

Based upon and subject to the foregoing, I am of the opinion that:

     1.   The Notes have been duly authorized, executed and delivered by the
          Company.

     2.   The Guaranty has been duly authorized, executed and delivered by
          CVRD.

I hereby consent to the use of my name under the captions "Material Tax
Consequences of the Exchange Offer", "Validity of the New Securities" and
"Enforcement of Civil Liabilities Against Non-U.S. Persons - CVRD" in the
Prospectus constituting part of the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.


Very truly yours,

/s/ Francisco Rohan de Lima
Francisco Rohan de Lima