EXHIBIT 8.01 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 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 ("Units") in Tudor Fund For Employees L.P. (the "Partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act. We have examined such documents and records and have reviewed such questions of law and fact as we have deemed necessary for purposes of delivering this opinion letter. Based upon the foregoing, we hereby confirm our opinion, under the heading "Federal Income Tax Aspects" in the Prospectus constituting a part of the Registration Statement that the Partnership will be taxed as a partnership for United States federal income tax purposes. We also confirm that the text in the Prospectus set forth under the headings "Principal Risk Factors", "Purchases by Employee Benefit Plans--ERISA Considerations", "Federal Income Tax Aspects", and "State and Local Income Tax Aspects" correctly describes the material tax consequences to United States taxpayers who are individuals of acquiring, owning, and disposing of Units. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. Very truly yours,