Exhibit 8


                                KIRKLAND & ELLIS
                PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

                            200 East Randolph Drive
                            Chicago, Illinois 60601

                               (312) 861-2200


                                                                Facsimile:
                                                             (312) 861-2200




                                  May 30, 2003



IMC Global Inc.
100 South Saunders Road
Suite 300
Lake Forest, IL 60045


Re:      IMC Global Inc.
         Amendment 1
         Registration Statement on Form S-4
         Registration No. 333-103362
         Filed February 21, 2003

Ladies and Gentlemen:

     You have requested our opinion concerning material U.S. federal income tax
consequences of participating in the exchange offer and of acquiring, owning, or
disposing of the notes described in the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on February 21, 2003, pursuant to
the Securities Act of 1933, as amended, by IMC Global Inc. (the "Registration
Statement").

     Our opinion, under the law in effect on the date hereof, is set forth in
the statements made in the Registration Statement under the caption
"Taxation/United States Taxation," insofar as the statements made therein
purport to address matters of United States Federal income tax law and
regulations or to be legal conclusions with respect thereto.

     The opinion set forth therein is based on the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures and
announcements; existing judicial decisions; and other applicable authorities,
all of which are subject to change, possibly with retroactive effect.

     In conclusion, we should note that unlike a ruling from the IRS, opinions
of counsel are not binding on the IRS. Hence, no assurance can be given that the
opinion stated in the



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                                KIRKLAND & ELLIS



IMC Global Inc.
May 30, 2003
Page 2


Registration Statement will not be successfully challenged by the IRS or
rejected by a court. We express no opinion concerning any Federal income tax
matter other than those discussed in the Registration Statement.

     We hereby consent to the filing of this letter as an exhibit to the
Registration Statement, to the discussion of this letter in "United States
Federal Income Tax Consequences" in the Registration Statement, and to the
reference to us under the heading "Legal Matters" in the Registration
Statement. By giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations
thereunder.

                                                     Very truly yours,

                                                     /s/ KIRKLAND & ELLIS

                                                     KIRKLAND & ELLIS