Exhibit 5.2

Stikeman Elliott LLP            Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9
Tel: (416) 869-5500    Fax: (416) 947-0866    www.stikeman.com

June 28, 2010

Potash Corporation of Saskatchewan Inc.
122-1st Avenue South, Suite 500
Saskatoon, Saskatchewan S7K 7G3

Dear Sirs:

Re: Potash Corporation of Saskatchewan Inc.

     We have acted as special Canadian counsel for Potash Corporation of Saskatchewan Inc., a corporation continued and existing under the laws of Canada (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the offering by the Company of debt securities of the Company (the “Debt Securities”), in one or more series with a total aggregate principal amount not to exceed US$2,000,000,000. The Debt Securities will be issued pursuant to an indenture dated February 27, 2003 (the “Indenture”) between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). The Debt Securities are being registered under the registration statement of the Company on Form S-3 (the “Registration Statement”) filed today with the Securities and Exchange Commission (the “Commission”) under the Act.

     We have examined and relied upon the originals or copies of such records, agreements, documents and other instruments and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as the basis of the opinions set forth. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or photostatic), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have assumed, without independent verification, the accuracy of the relevant facts stated therein.

     Based upon the foregoing and subject to the further assumptions and qualifications set forth below, we are of the opinion that, to the extent such matters are governed by the federal laws of Canada, the Debt Securities have been duly authorized by the Company and when the Debt Securities have been duly issued pursuant to the Registration Statement and by the Indenture including, without limitation, the provisions of Section 2.01 of the Indenture filed as an exhibit to the Registration Statement, duly authenticated by the Trustee and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and provisions of the Indenture and as contemplated by the Registration Statement and the applicable Prospectus Supplement, the Debt Securities will be validly issued.

TORONTO

MONTREAL

OTTAWA

CALGARY

VANCOUVER

NEW YORK

LONDON

SYDNEY

Potash Corporation of Saskatchewan Inc.
June 28, 2010
Page 2

     To the extent that the obligations of the Company under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of the jurisdiction of organization of such Trustee; that the Trustee is in compliance generally with respect to acting as a trustee under the Indenture and with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

     We are members of the Law Society of Ontario and, as such, are only qualified to express our opinions with respect to the laws of the Province of Ontario and the federal laws of Canada applicable therein, effective as of the date hereof. We have made no investigation of the laws of any jurisdiction other than the Province of Ontario and the laws of Canada applicable therein.

     We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Act or the rules and regulations of the Commission issued thereunder.

Yours truly,

/s/ Stikeman Elliott LLP