Exhibit 5.1


                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                           Philadelphia, PA 19103-2921


March 13, 2003


FMC Corporation
1735 Market Street
Philadelphia, PA 19103

RE:  FMC Corporation, Amendment No. 1 to Registration Statement on Form S-4
     (Registration No. 333-102078)

Ladies and Gentlemen:

We have acted as counsel to FMC Corporation, a Delaware corporation (the
"Company"), and the Subsidiary Guarantors (as defined in the Indenture referred
to herein) in connection with the filing of the Registration Statement on Form
S-4 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with the Securities and Exchange Commission. The Registration
Statement registers under the Act the proposed offering and sale of $355,000,000
aggregate principal amount of the Company's 10 1/4% Senior Secured Notes due
2009 (the "New Notes") in exchange for the Company's outstanding 10 1/4% Senior
Secured Notes due 2009 (the "Outstanding Notes"). The New Notes will be
guaranteed (the "Guarantees") by the Subsidiary Guarantors, and the Outstanding
Notes were similarly guaranteed. The New Notes and related Guarantees are
issuable, and the Outstanding Notes and related Guarantees were issued, under an
Indenture dated as of October 21, 2002 (the "Indenture") among the Company, the
Subsidiary Guarantors and Wachovia Bank, National Association, as trustee (the
"Trustee").

In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement, (b) the Indenture, (c) the Certificate of Incorporation and Bylaws or
other organizational documents, as the case may be, of the Company and the
Subsidiary Guarantors, (d) certain records of the corporate proceedings of the
Company and the Subsidiary Guarantors, and (e) such other records, documents,
statutes and decisions as we have deemed relevant. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies thereof.

Our opinion set forth below is limited to the General Corporation Law of the
State of Delaware, the laws of the State of New York and the laws of the State
of Wyoming. As to the laws of the State of Wyoming, we have relied solely on the
opinion of Holland & Hart LLP, Cheyenne,



FMC Corporation
March 13, 2003
Page 2



Wyoming that accompanies this opinion. We have assumed for purposes of our
opinion that the Indenture was duly authorized, executed and delivered by the
Trustee, that the Indenture is a legal, valid and binding obligation of the
Trustee, and that the Trustee has the requisite organizational and legal power
and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the effectiveness of the Registration
Statement under the Act and the qualification of the Indenture under the Trust
Indenture Act of 1939, as amended, we are of the opinion that when the New Notes
and related Guarantees are duly executed, issued and delivered by duly
authorized officers or other representatives of the Company and the Subsidiary
Guarantors and the New Notes and related Guarantees are duly authenticated by
the Trustee, all in accordance with the terms of the Indenture, against
surrender and cancellation of an identical principal amount of Outstanding
Notes, the New Notes and related Guarantees will constitute valid and legally
binding obligations of the Company and the Subsidiary Guarantors, as applicable,
enforceable against the Company and the Subsidiary Guarantors in accordance with
their terms, except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent conveyances and transfers), reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and further consent to the reference to us under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such opinion, we do not hereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Act or the rules or
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP