EXHIBIT 8

                   [Sidley Austin Brown & Wood LLP Letterhead]

                                November 18, 2003

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

                  Re:      $400,000,000 10.875% Senior Notes
                           Due 2013 of Imc Global Inc.
                           ---------------------------------


Dear Ladies and Gentlemen:

          We have acted as United States tax counsel to IMC Global Inc., a
Delaware corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") which was
filed by the Company with the Securities and Exchange Commission (the
"Commission") on November 18, 2003, under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 10.875% Senior Notes due
2013 of the Company.

          We are familiar with the proceedings to date with respect to the
Registration Statement and have examined such records, documents and questions
of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. Our opinion is
based solely upon the current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), applicable Treasury regulations promulgated thereunder
(the "Regulations"), pertinent judicial authorities, rulings and other
administrative interpretations of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that the Code,
the Regulations and such judicial authorities, rulings and administrative
interpretations and other authorities are subject to change at any time and, in
some circumstances, with retroactive effect; and any such change could affect
the opinion stated herein.

          Based upon and subject to the foregoing, the statements set forth in
the Registration Statement under the heading "Summary of United States Federal
Income Tax Considerations," to the extent they constitute matters of federal
income tax law or legal conclusions with respect thereto, represent our opinion.

          In giving the foregoing opinion, we express no opinion as to the laws
of any jurisdiction other than the law of the United States of America.

          This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is rendered as of the



date hereof based on the law and facts in existence on the date hereof, and we
do not undertake, and hereby disclaim, any obligation to advise you of any
changes in law or fact, whether or not material, which may be brought to our
attention at a later date.

          We hereby consent to the filing of this opinion with the Commission as
Exhibit 8 to the Registration Statement.

                                         Very truly yours,

                                         /s/ Sidley Austin Brown & Wood LLP