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,