EXHIBIT 5.2


                                                                  March 21, 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
Registration Statement on Form F-4 (the "REGISTRATION STATEMENT") filed with the
United States Securities and Exchange Commission by CVRD and Vale Overseas
Limited (the "COMPANY") for the purpose of registering under the United States
Securities Act of 1933 (the "ACT") 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.

         3. The statements in the prospectus constituting part of the
Registration Statement under the caption "Enforcement of Civil Liabilities
Against Non-U.S. Persons -- CVRD" insofar as such statements constitute
summaries of the legal

Companhia Vale Do Rio Doce                    2                   March 21, 2002

matters, documents or proceedings under the laws of the Federative Republic of
Brazil, fairly summarize the matters referred to therein.

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

Very truly yours,

/s/ Paulo Francisco de Almeida Lopes
Paulo Francisco de Almeida Lopes