EXHIBIT 5

Charlotte M. Smith
Assistant Secretary and Associate General Counsel
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601



September 30, 1997



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 United Defense Limited Partnership Salaried Employees' Plan,
the United Defense Limited Partnership York Plan and the United Defense Limited
Partnership 401(k) Plan for Employees Covered by a Collective Bargaining
Agreement (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 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/Charlotte M. Smith

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