November 2, 2001





Freeport-McMoRan Copper & Gold Inc.
FCX Investment Ltd.
1615 Poydras Street
New Orleans, Louisiana  70112

     Re:  Registration Statement on Form S-3
          Freeport-McMoRan Copper & Gold Inc. and FCX
Investment Ltd.

Ladies and Gentlemen:

     We have acted as counsel to Freeport-McMoRan Copper &
Gold Inc. ("FCX"), a Delaware corporation, and to FCX
Investment Ltd., a Cayman Islands exempted limited liability
company and wholly owned subsidiary of FCX, in connection
with the preparation of a registration statement on Form S-3
(the "Registration Statement") filed by FCX with the
Securities and Exchange Commission (the "Commission").  The
Registration Statement relates to the registration of the
following securities:

     1.   $603,750,000 8 1/4% convertible senior notes due 2006 (the
          "Notes") issued by FCX and FCX Investment;
     2.   shares of class A common stock that FCX may issue upon
          conversion of the notes at the option of the holders (the
          "Class A Shares"); and
     3.   shares of class B common stock that FCX may issue upon
          conversion of the notes at the option of the holders (the
          "Class B Shares").

The Class A Shares and Class B Shares are referred to as the
"Conversion Shares."  The Notes and the Conversion Shares
are to be offered and sold by certain securityholders of FCX
and FCX Investment.

     In rendering the opinions expressed below, we have
examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other
instruments as we have deemed necessary or advisable for
purposes of this opinion.  In our examination, we have
assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the
conformity to original documents of all documents submitted
to us as certified or photostatic copies and the
authenticity of the originals of such documents.

     Based upon the foregoing and subject to/ the following
qualifications and comments, we are of the opinion that:

     1.   The Notes are valid and binding obligations of FCX
and FCX Investment entitled to the benefits of the
Indenture, dated August 7, 2001 by and among FCX, FCX
Investment and The Bank of New York, as trustee.

     2.   The Conversion Shares have been duly authorized, and,
if and when issued by FCX upon conversion of the Notes in
accordance with the terms of the Notes and the Indenture,
will be validly issued, fully paid and nonassessable.

     The opinion in paragraph 1 hereof is subject to the
qualification that enforceability may be limited by (a)
applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws of general
applicability relating to or affecting the enforcement of
creditors' rights; (b) public policy considerations that may
limit the rights of parties to obtain certain remedies; (c)
the fact that specific performance and injunctive and other
forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought; and (d) general
principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).

     In connection with the opinions expressed above, we
have assumed that, at or prior to the time of the delivery
of any Note or Conversion Share:  (a) the Registration
Statement, as finally amended, shall have been declared
effective under the Securities Act of 1933 and such
effectiveness shall not have been terminated or rescinded
and (b) there will not have occurred any change in law
affecting the validity or enforceability of such Note or
Conversion Share.

     We are members of the Bar of the State of Louisiana and
the foregoing opinion is limited to the laws of the State of
Louisiana, the federal laws of the United States of America
and the General Corporation Law of the State of Delaware.
We assume no obligation to revise or supplement this opinion
should such currently applicable laws be changed by
legislative action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the
filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise relied upon for any other
purpose.

     We hereby consent to the use of this opinion as an
exhibit to the Registration Statement of FCX relating to the
Securities and to the reference to our name in the
Prospectus contained therein.  In giving this consent, we do
not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933 or the general rules and regulations of the Commission.

                         Very truly yours,

                         /s/ Jones, Walker, Waechter,
                         Poitevent, Carrere & Denegre L.L.P.

                         JONES, WALKER, WAECHTER, POITEVENT,
                         CARRERE & DENEGRE L.L.P.