Exhibit 5.01
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING ONE SOUTH DEARBORN STREET LOS ANGELES
---- CHICAGO, ILLINOIS 60603 ----
BRUSSELS TELEPHONE 312 853 7000 NEW YORK
---- FACSIMILE 312 853 7036 ----
CHICAGO www.sidley.com SAN FRANCISCO
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DALLAS FOUNDED 1866 SHANGHAI
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GENEVA SINGAPORE
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HONG KONG TOKYO
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LONDON WASHINGTON, D.C.
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
December 1, 2005
Superfund Capital Management, Inc.
General Partner of
Quadriga Superfund, L.P.
Le Marquis Complex, Unit 5
P.O. Box 1479
Grand Anse
St. Georges, Grenada
West Indies
Re: Quadriga Superfund, L.P. Units of Limited Partnership Interest
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Dear Sirs:
We refer to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 (Reg. No. 333-122229) filed by Quadriga Superfund, L.P., a
Delaware limited partnership (the "Partnership"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), on or about December 1, 2005 (the "Registration Statement"),
relating to the registration of an offering of units of Limited Partnership
Interest of the Partnership (the "Units").
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.
For purposes of rendering this opinion, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership is validly existing in good standing as a limited
partnership under the Delaware Revised Uniform Limited Partnership Act (the
"Delaware Act").
SIDLEY AUSTIN BROWN & WOOD LLP IS A LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Superfund Capital Management Inc.
December 1, 2005
Page 2
2. Assuming (i) the due authorization, execution and delivery to
Superfund Capital Management, Inc. (the "General Partner") or its delegate of a
Subscription Agreement and Power of Attorney by each subscriber for Units
(collectively, the "Subscribers"), (ii) the due acceptance by the General
Partner of each Subscription Agreement and Power of Attorney and the due
acceptance by the General Partner of the admission of the Subscribers as limited
partners of the Partnership, (iii) the payment by each Subscriber of the full
consideration due from it for the Units subscribed to by it, (iv) that the books
and records of the Partnership set forth all information required by the
Partnership's Agreement of Limited Partnership and the Delaware Act, including
all information with respect to all persons and entities to be admitted as
partners and their contributions to the Partnership, (v) that the Subscribers,
as limited partners of the Partnership, do not participate in the control of the
business of the Partnership, and (vi) that the Units are offered and sold as
described in the Registration Statement and the Partnership's Agreement of
Limited Partnership, the Units to be issued to the Subscribers will represent
valid limited partnership interests in the Partnership and, subject to the
qualifications set forth herein, will be fully paid and nonassessable limited
partnership interests in the Partnership, as to which the Subscribers as limited
partners of the Partnership will have no liability in excess of their
obligations to make contributions to the Partnership and their share of the
Partnership's assets and undistributed profits (subject to the obligation of a
Limited Partner to repay any funds wrongfully distributed to it).
3. There are no provisions in the Partnership's Agreement of Limited
Partnership the inclusion of which, subject to the terms and conditions therein,
would cause the Limited Partners, as limited partners of the Partnership, to be
deemed to be participating in the control of the business of the Partnership
within the meaning of the Delaware Act.
This opinion is limited to the Securities Act and the Delaware Act. We
express no opinion as to the application of the securities or blue sky laws of
the various states (including the State of Delaware) to the sale of the Units.
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.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP