EXHIBIT NUMBER 5.01.(b)



OPINION OF HENDERSON & LYMAN



[HENDERSON & LYMAN LETTERHEAD]



April 19, 2004



Quadriga Superfund, L.P. Series A and Series B
Le Marquis Complex, Unit 5, P.O. Box 1479
Grand Anse, St. George's
Grenada, West Indies



RE: RE: QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B 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 Post-Effective Amendment No.
6 to the Registration Statement on Form S-1 on or about the date hereof (the
"Registration Statement"), relating to Units of Limited Partnership Interest
("Units") of Quadriga Superfund, L.P. (the "Partnership"), a limited Partnership
organized under the Delaware 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,



HENDERSON & LYMAN