EXHIBIT NO. 5.01(a)





OPINION OF HENDERSON & LYMAN



[HENDERSON & LYMAN LETTERHEAD]



January 21, 2005



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 filed on or about
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 $130,075,165 of Units of Limited Partnership Interest (the "Units"), as
the same may be amended from time to time ("Registration Statement"). 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 First
Amended and Restated Limited Partnership Agreement of the Partnership, dated as
of January 15, 2005, 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