EXHIBIT 5.02
CADWALADER, WICKERSHAM & TAFT
100 Maiden Lane
New York, New York 10038
July 18, 2000
Dean Witter Reynolds, Inc.
Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Re: DWFCM International Access Fund L.P.
Ladies and Gentlemen:
We have acted as your counsel in connection with the
organization of DWFCM International Access Fund L.P., a Delaware limited
partnership (the "Partnership") and the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 1,750,000 units of limited partnership interest
("Units") of the Partnership. In such connection, we have assisted in the
preparation of the Limited Partnership Agreement of the Partnership and in the
preparation and filing with the Secretary of State of the State of Delaware of
the Certificate of Limited Partnership of the Partnership. We have also examined
such other documents, records, and applicable law as we have deemed necessary or
appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (1) the
Units have been duly authorized, and (2) upon (a) the sale of the Units
described in the Registration Statement in the manner and on the terms and
conditions set forth therein, and (b) the identification of the purchasers of
Units as limited partners on the books and records of the Partnership, the Units
will be validly issued, fully-paid, and non-assessable. We are also of the
opinion that a limited partner's liability for the losses and obligations of the
Partnership solely by reason of such person being a limited partner of the
Partnership will not exceed such limited partner's unredeemed capital
contribution, undistributed profits, if any, and any distributions and amounts
received upon redemption of Units with interest thereon.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
CADWALADER, WICKERSHAM & TAFT
