EXHIBIT 5.3

                       [Davis Polk & Wardwell Letterhead]


                                                 March 4, 2002


FREEPORT-MCMORAN COPPER & GOLD INC.
1615 Poydras Street
New Orleans, Louisiana 70112

FCX INVESTMENT LTD.
4th Floor, Harbour Centre
P.O. Box 613
George Town
Grand Cayman, Cayman Islands
British West Indies

Ladies and Gentlemen:

         We acted as counsel to Merrill Lynch & Co. Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") in connection with a Purchase
Agreement dated as of August 1, 2001 (the "Purchase Agreement") among
Freeport-McMoRan Copper & Gold Inc. ("FCX"), FCX Investment Ltd. (the
"Co-Obligor," and together with FCX, the "Issuers," and each an "Issuer") and
Merrill Lynch pursuant to which Merrill Lynch agreed to purchase from the
Issuers $603,750,000 aggregate principal amount of their 8 1/4% Convertible
Senior Notes Due 2006 (the "Securities"). The Securities were issued pursuant to
an Indenture dated as of August 7, 2001 (the "Indenture") by and among the
Issuers and The Bank of New York, as trustee. Capitalized terms defined in the
Purchase Agreement are used herein as therein defined, unless otherwise defined
herein.

         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 the purposes of this opinion.

         Based upon the foregoing, we are of the opinion that as of August 7,
2001:

         1. The Indenture, assuming the due authorization, execution and
delivery thereof by each Issuer and the other parties thereto, constituted a
valid and binding agreement of each Issuer, enforceable against each Issuer in
accordance with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and general principles of
equity.

         2. The Securities were in the form contemplated by the Indenture, and
assuming the due authorization of the Securities by each Issuer, execution and





Freeport-McMoRan Copper & Gold Inc.
FCX Investment Ltd.
March 4, 2002


authentication in accordance with the provisions of the Indenture and delivery
to and payment by the Initial Purchaser in accordance with the terms of the
Purchase Agreement, are valid and binding obligations of each Issuer,
enforceable against each Issuer in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity, and were entitled to the benefits of
the Indenture.

         We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York and the Federal laws of the United
States.

         This opinion is furnished to you in connection with FCX's filing of a
registration statement relating to the Securities (the "Registration Statement")
on Form S-3 with the Securities and Exchange Commission 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 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/ Davis Polk & Wardwell