EXHIBIT 5.01

 
                                  
                              May 30, 1996     

Tudor Fund For Employees L.P.
    
c/o Second Management LLC     
 General Partner
One Liberty Plaza
51st Floor
New York, New York  10006

Dear Sirs:
    
          We have acted as your counsel in connection with the organization of
Tudor Fund For Employees L.P., a Delaware limited partnership (the
"Registrant"), and the preparation and filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 6 to the Registration Statement on
Form S-1, SEC File No. 33-33982 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933 as amended of Units of Limited
Partnership Interest in the Registrant (the "Units").  In such connection, we
have assisted in the preparation of the Second Amended and Restated
Limited Partnership Agreement of the Registrant (the "Limited Partnership
Agreement") and in the preparation and filing with the Secretary of State of the
State of Delaware of the Amended Certificate of Limited Partnership of the
Registrant.  In rendering the opinions set forth herein, we have examined such
documents, records, and applicable law as we have deemed necessary or
appropriate for purposes of rendering such opinions.     

          Based upon the foregoing, we are of the opinion that, upon (1) the
sale of the Units described in the Registration Statement in the manner and on
the terms and conditions set forth therein and (2) the identification of the
purchasers of Units as limited partners in the books and records of the
Registrant, 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 Registrant solely by reason of such person being a limited
partner of the Registrant will not exceed such limited partner's unredeemed
capital contributions, undistributed profits (if any), and distribution and
redemption amounts received (if any) with interest thereon, all as described in
the Limited Partnership Agreement.

          We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references made to us in the Prospectus
constituting a part of the 

 
Tudor Fund For Employees L.P.                            May 30, 1996

    
Registration Statement under the captions "Principal Risk Factors", "Purchases
by Employee Benefit Plans--ERISA Considerations", "Federal Income Tax Aspects",
"State and Local Income Tax Aspects", and "Legal Matters".    


                              Very truly yours,