EXHIBIT 5.01
SIDLEY AUSTINllp | BEIJING | LOS ANGELES | |||
| ONE SOUTH DEARBORN | BRUSSELS | NEW YORK | |||
| CHICAGO, IL 60603 | CHICAGO | SAN FRANCISCO | |||
| (312) 853 7000 | DALLAS | SHANGHAI | |||
| (312) 853 7036 FAX | FRANKFURT | SINGAPORE | |||
| GENEVA | SYDNEY | ||||
| HONG KONG | TOKYO | ||||
| LONDON | WASHINGTON, D.C. | ||||
| FOUNDED 1866 |
October 28, 2009
Superfund Capital Management, Inc.
General Partner of
Quadriga Superfund, L.P.
Superfund Office Building
P.O. Box 1479
Grand Anse
St. Georges, Grenada
West Indies
General Partner of
Quadriga Superfund, L.P.
Superfund Office Building
P.O. Box 1479
Grand Anse
St. Georges, Grenada
West Indies
| Re: | Quadriga Superfund, L.P. Registration Statement on Form S-1 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (Registration No. 333-162132) filed by Quadriga Superfund, L.P., a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 25, 2009, as amended by Amendment No. 1 thereto being filed with the SEC on October 28, 2009 (such registration statement, as so amended, the “Registration Statement”), relating to the registration of $220,000,000 of Series A units of limited partnership interest of the Partnership (the “Series A Units”) and $320,000,000 of Series B units of limited partnership interest of the Partnership (the “Series B Units” and together with the Series A Units, the “Units”).
We are familiar with the proceedings to date with respect to the proposed issuance and sale of the Units and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion.
For purposes of rendering the opinions expressed herein, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”).
2. Assuming (i) the due authorization, execution and delivery to Superfund Capital Management, Inc., the general partner of the Partnership (the “General Partner”), or its delegate of a Subscription Agreement in the form filed as an exhibit to the Registration Statement (the “Subscription Agreement”) by each subscriber for Units determined by the General Partner to be admitted as a limited
Sidney Austinllp is a limited liability partnership in affiliation with other Sidley Austin partnerships
Superfund Capital Management Inc.
October 28, 2009
Page 2
October 28, 2009
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partner of the Partnership (collectively, the “Subscribers”), (ii) the due acceptance by the General Partner of a Subscription Agreement from each Subscriber and the due acceptance by the General Partner of the admission of each Subscriber as a limited partner of the Partnership, (iii) the payment by each Subscriber of the full consideration due from it for the Units subscribed to by it, (iv) that the books and records of the Partnership reflect all partners admitted in accordance with Section 17-301 of the Delaware Act, (v) that the Subscribers, as limited partners of the Partnership, do not participate in the control of the business of the Partnership, and (vi) that the Units are offered and sold as described in the Registration Statement and the Partnership’s Fourth Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”), the Units to be issued to the Subscribers will represent valid limited partnership interests in the Partnership and, subject to the qualifications set forth herein, will be fully paid and nonassessable limited partnership interests in the Partnership, as to which the Subscribers as limited partners of the Partnership will have no liability in excess of their obligations to make contributions to the Partnership as provided in the Partnership Agreement and their share of the Partnership’s assets and undistributed profits (subject to the obligation of a limited partner to repay any funds wrongfully distributed to it as and to the extent provided in the Delaware Act).
This opinion letter is limited to the Securities Act and the Delaware Act, including applicable reported judicial decisions and provisions of the Delaware Constitution. 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.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated thereunder.
| Very truly yours, | ||
| /s/ Sidley Austin LLP |