EXHIBIT NO. 8.1





OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]

May 6, 2003

Beeland Management Company, L.L.C.
1000 Hart Road, Suite 210
Barrington, Illinois  60010


RE: ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. UNITS OF LIMITED PARTNERSHIP
    INTEREST

Ladies and Gentlemen:

         We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the Registration Statement on
Form S-1 on the date hereof (the "Registration Statement"), relating to Units of
Limited Partnership Interest ("Units") of Rogers International Raw Materials
Fund, L.P. (the "Partnership"), a limited Partnership organized under the
Illinois Revised Uniform Limited Partnership Act. We have reviewed such data,
documents, questions of law and fact and other matters as we have deemed
pertinent for the purpose of this opinion. Based upon the foregoing, we hereby
confirm our opinion expressed under the caption "Federal Income Tax Aspects" in
the Prospectus (the "Prospectus") constituting a part of the Registration
Statement that the Partnership will be taxed as a partnership for federal income
tax purposes. We also advise you that in our opinion, the description set forth
under the caption "Federal Income Tax Aspects" in the Prospectus correctly
describes (subject to the uncertainties referred to therein) the material
considerations of the federal income tax treatment to a United States individual
taxpayer, as of the date hereof, of an investment in the Partnership. We hereby
consent to the filing of this opinion 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
Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ HENDERSON & LYMAN