EXHIBIT 5

Robert L Day
Secretary and Assistant General Counsel

FMC Corporation 
200 East Randolph Drive
Chicago, Illinois 60601



December 17, 1996



FMC Corporation
200 E. Randolph Drive
Chicago, IL 60601


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 1995 Management Incentive Plan and the FMC 1995 Stock
Option Plan (the "Plans"), 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 Plans.

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

4.   Upon delivery of shares of Common Stock of the Company to participants in
     the Plans in accordance with, and pursuant to the terms of, the Plans, such
     shares

 
FMC Corporation
December 17, 1996
Page 2



     will be legally issued, fully paid and nonassessable 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/Robert L. Day

RLD:bn