EXHIBIT 5.1


Steven H. Shapiro
Associate General Counsel and Assistant Secretary
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601


July 6, 2001


FMC Corporation
200 E. Randolph Drive
Chicago, IL 60601


Ladies and Gentlemen:

Referring to the Registration Statement on Form S-8 being filed by FMC
Corporation (the Company) with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the registration of shares
issuable under the FMC Puerto Rico Savings and Investment Plan (the Plan), I am
of the opinion that:

1.   The Company is a validly organized and existing corporation under the laws
of the State of Delaware.

2.   All necessary corporate action has been duly taken to authorize the
establishment of the Plan.

3.   The Plan has been validly created, and the interests of the  participants
therein are and will be valid and subsisting in accordance with the terms of the
Plan.

4.   Upon delivery of shares of Common Stock of the Company to participants in
the Plan in accordance with, and pursuant to the terms of, the Plan, such shares
will be legally issued, fully paid and non-assessable shares of the Common Stock
of the Company.

I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Registration Statement referred
to above.

Very truly yours,

/s/Steven H. Shapiro