EXHIBIT 8.02
<PAGE>
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 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
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 DWFCM International Access
Fund L.P., a Delaware limited partnership (the "Partnership"). We have also
examined such documents, records, and applicable law as we have deemed necessary
for purposes of rendering this opinion.
Based upon the foregoing, we hereby confirm our opinion under
the heading "Material Federal Income Tax Considerations" in the prospectus
constituting a part of the Registration Statement (the "Prospectus") that the
Partnership will be taxed as a partnership for federal income tax purposes. We
also confirm our opinion that the descriptions set forth under the heading
"Material Federal Income Tax Considerations" in the Prospectus correctly
describe the material federal income tax consequences to United States taxpayers
who are individuals acquiring, owning, and disposing of Units.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the references made to us in the
Prospectus under the captions "Summary--Tax Considerations," "Risk Factors --
Taxation Risks," "Purchases by Employee Benefit Plans -- ERISA Considerations,"
"Material Federal Income Tax Considerations," "State and Local Income Tax
Aspects," and "Legal Matters."
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
CADWALADER, WICKERSHAM & TAFT
