EXHIBIT NO. 5.01(a)





Exhibit Number 5.01.a.
OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]


October 18, 2002


Quadriga Superfund, L.P. Series A and Series B
Le Marquis Complex, Unit 5, P.O. Box 1479
Grand Anse, St. George's
Grenada, West Indies


RE: RE: QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B UNITS OF LIMITED
PARTNERSHIP INTEREST

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed on the date hereof by Quadriga Superfund, L.P., a Delaware
limited partnership (the "Partnership"), under the Securities Act of 1933 (the
"1933 Act"), with the Securities and Exchange Commission, relating to the
registration under the 1933 Act of $200,000,000 of Units of Limited Partnership
Interest (the "Units"). For purposes of expressing the opinions hereinafter set
forth, our examination of documents has been limited to the examination of
executed or conformed counterparts, or copies otherwise proved to our
satisfaction, of the following: (a) The Certificate of Limited Partnership of
the Partnership, dated April 17, 2002 (the "Certificate of Partnership"), as
filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State"); (b) The Limited Partnership Agreement of the Partnership,
dated as of August 5, 2002, attached to the Registration Statement as Exhibit
"A"; (c) The Registration Statement; (d) A form of Subscription Agreement and
Power of Attorney, including a Subscription Agreement and Power of Attorney
Signature Page of the Partnership (the "Subscription Agreement"), attached to
the Registration Statement as Exhibit "D"; and (f) A Certificate of Good
Standing for the Partnership ("Certificate") obtained from the Delaware
Secretary of State. Initially capitalized terms used herein and not otherwise
defined are used as defined in the Registration Statement.

         For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document not listed above that bears upon or is inconsistent
with the opinions stated




herein. We have conducted no independent factual investigation of our own, but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects. With respect to all documents examined by us, we have assumed
that (i) all signatures of parties except for the Partnership on documents
examined by us are genuine, and (ii) all documents submitted to us as copies
conform to the original copies of those documents. For purposes of this opinion,
we have assumed (i) the due authorization, execution and delivery by all parties
thereto except for the Partnership of all documents examined by us, (ii) that
the Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the admission
of beneficial owners to, and the creation, operation and termination of, the
Partnership and that the Agreement and the Certificate are in full force and
effect, have not been amended and no amendment of the Agreement or the
Certificate is pending or has been proposed, and (iii) except for the due
creation and valid existence in good standing of the Partnership as a business
Partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del.
Code Section 17-101, et seq.) (the "Act"), the due creation, organization or
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation and the capacity of persons
and entities who are parties to the documents examined by us. Insofar as the
opinions expressed herein relate to the Units and persons and entities to be
admitted to the Partnership as beneficial owners of the Partnership in
connection with the Registration Statement (the "Unitholders"), the opinions
expressed herein relate solely to the Unitholders and the Units to be issued in
connection with the Registration Statement.


         Based upon the foregoing, and upon our examination of such questions of
law and statutes as we have considered necessary or appropriate, and subject to
the assumptions, qualifications, limitations and exceptions set forth herein, we
are of the opinion that:

                  1. The Partnership has been duly created and is validly
         existing in good standing as a limited partnership under the Act.

                  2. Assuming (i) the due authorization, execution and delivery
         to the General Partner of a Subscription Agreement by each Unitholder,
         (ii) the due acceptance by the General Partner of each Subscription
         Agreement and the due acceptance by the General Partner of the
         admission of the Unitholders as beneficial owners of the Partnership to
         the Partnership, (iii) the payment by each Unitholder to the
         Partnership of the full consideration due from it for the Units
         subscribed to by it, (iv) that the books and records of the Partnership
         set forth all information required by the Agreement and the Act,
         including all information



         with respect to all persons and entities to be admitted as Unitholders
         and their contributions to the Partnership, and (v) that the Units are
         offered and sold as described in the Registration Statement and the
         Agreement, the Units to be issued to the Unitholders will be validly
         issued and, subject to the qualifications set forth herein, will be
         fully paid and nonassessable beneficial interests in the Partnership,
         as to which the Unitholders, as beneficial owners of the Partnership,
         will be entitled to the same limitation of personal liability extended
         to stockholders of private corporations for profit, subject to the
         obligation of a Unitholder to make contributions required to be made
         by it to the Partnership, to make other payments provided for in the
         Agreement and to repay any funds wrongfully distributed to it from the
         Partnership.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states (including the state of Delaware) to the
sale of the Units. This opinion speaks as of the date hereof, and we assume no
obligation to update this opinion as of any future date. We hereby consent to
the filing of this opinion as an Exhibit to the Registration Statement and to
all references to our firm included in or made a part of the Registration
Statement. This opinion shall not be used by any other person for any purpose
without our written consent.

Very truly yours,

HENDERSON & LYMAN