EXHIBITS 5.1 AND 23.3

                                    March 1, 2007

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

Ladies and Gentlemen:

     We have acted as counsel for Freeport-McMoRan Copper & Gold Inc., a
Delaware company (the "COMPANY") in connection with the Registration Statement
on Form S-3 (File No. 333- ) (the "REGISTRATION STATEMENT") filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "SECURITIES ACT"), for the registration of the sale from
time to time of the Company's (a) senior debt securities and subordinated debt
securities (collectively, the "DEBT SECURITIES"), which may be issued pursuant
to one or more senior debt indentures, between the Company and The Bank of New
York, as trustee (the "SENIOR DEBT TRUSTEE") (the "SENIOR DEBT INDENTURES") and
a subordinated debt indenture between the Company and The Bank of New York, as
trustee (the "SUBORDINATED DEBT TRUSTEE" and, together with the Senior Debt
Trustee, the "TRUSTEES") (the "SUBORDINATED INDENTURE," and together with the
Senior Debt Indentures, the "INDENTURES"); (b) shares of preferred stock, par
value $0.10 per share (the "PREFERRED STOCK") of the Company; (c) shares of
Class B common stock, par value $0.10 per share (the "COMMON STOCK") of the
Company; (d) warrants of the Company (the "WARRANTS"), which may be issued
pursuant to a warrant agreement between the Company and a designated Warrant
Agent (the "WARRANT AGREEMENT"), (e) purchase contracts (the "Purchase
Contracts") which may be issued under one or more purchase contract agreements
(each, a "Purchase Contract Agreement") to be entered into between the Company
and the purchase contract agent to be named therein (the "Purchase Contract
Agent"); and (f) units (the "UNITS") to be issued under one or more unit
agreements to be entered into among the Company, a bank or trust company, as
unit agent (the "UNIT AGENT"), and the holders from time to time of the Units
(each such unit agreement, a "UNIT AGREEMENT").

      We, as your counsel, 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 for the purposes of rendering this opinion.

      On the basis of the foregoing, we advise you that, in our opinion:

            1. When the Indentures and any supplemental indenture to be entered
      into in connection with the issuance of any Debt Securities have been duly
      authorized, executed and delivered by the Trustees and the Company; the
      specific terms of a particular series of Debt Securities have been duly
      authorized and established in accordance with the Indenture; and such Debt
      Securities have been duly authorized, executed, authenticated, issued and
      delivered in accordance with the Indenture and the applicable underwriting
      or other agreement, such Debt Securities will constitute valid and binding
      obligations of the Company, enforceable in accordance with their terms,
      subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors' rights generally and equitable principles of general
      applicability.

            2. Upon designation of the relative rights, preferences and
      limitations of any series of Preferred Stock by the Board of Directors of
      the Company and the proper filing with the Secretary of State of the State
      of Delaware of a Certificate of Designation relating to such series of
      Preferred Stock, all necessary corporate action on the part of the Company
      will have been taken to authorize the issuance and sale of such series of
      Preferred Stock proposed to be sold by the Company, and when such shares
      of Preferred Stock are issued and delivered in accordance with the
      applicable underwriting or other agreement, such shares of Preferred Stock
      will be validly issued, fully paid and non-assessable.

            3. When the Warrant Agreement to be entered into in connection with
      the issuance of any Warrants has been duly authorized, executed and
      delivered by the Warrant Agent and the Company; the specific terms of the
      Warrants have been duly authorized and established in accordance with the
      Warrant Agreement; and such

                                      II-8



      Warrants have been duly authorized, executed, issued and delivered in
      accordance with the Warrant Agreement and the applicable underwriting or
      other agreement, such Warrants will constitute valid and binding
      obligations of the Company, enforceable in accordance with their terms,
      subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors' rights generally and equitable principles of general
      applicability.

           4. When the Purchase Contract Agreement to be entered into in
      connection with the issuance of any Purchase Contracts has been duly
      authorized, executed and delivered by the Purchase Contract Agent and the
      Company; the specific terms of the Purchase Contracts have been duly
      authorized and established in accordance with the Purchase Contract
      Agreement; and such Purchase Contracts have been duly authorized,
      executed, issued and delivered in accordance with the Purchase Contract
      Agreement and the applicable underwriting or other agreement, such
      Purchase Contracts will constitute valid and binding obligations of the
      Company, enforceable in accordance with their terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights
      generally and equitable principles of general applicability.

            5. When the necessary corporate action on the part of the Company
      has been taken to authorize the issuance and sale of such shares of Common
      Stock proposed to be sold by the Company, and when such shares of Common
      Stock are issued and delivered in accordance with the applicable
      underwriting or other agreement, such shares of Common Stock will be
      validly issued, fully paid and non-assessable.

      In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded; and (iii) there shall not have occurred any change in law affecting
the validity or enforceability of such security. We have also assumed that none
of the terms of any security to be established subsequent to the date hereof,
nor the issuance and delivery of such security, nor the compliance by the
Company with the terms of such security will violate any applicable law or will
result in a violation of any provision of any instrument or agreement then
binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.

      We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement to above and further consent to the reference to our name
under the caption "Legal Opinions" in the prospectus, which is a part of the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act.

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                        Very truly yours,

                                        /s/ Davis Polk & Wardwell

                                      II-9