Alliancebernstein L.P. – ‘S-8’ on 10/3/00 – EX-5

On:  Tuesday, 10/3/00, at 3:41pm ET   ·   Effective:  10/3/00   ·   Accession #:  950103-0-1100   ·   File #:  333-47192

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10     37K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      7K 
 4: EX-24       Power of Attorney                                      3     17K 
 5: EX-99       Miscellaneous Exhibit                                  8     40K 

EX-5   —   Opinion re: Legality

                                                                     EXHIBIT 5

                                                       October 3, 2000

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re: Alliance Capital Management L.P.
        SCB Deferred Compensation Award Plan

Dear Sirs:                                                                      

  I am a Senior Vice President and the General Counsel of Alliance Capital
Management Corporation, the General Partner of Alliance Capital Management      
L.P., a Delaware limited partnership (the "Partnership"), and have acted as     
counsel in connection with the registration under the Securities Act of 1933,   
as amended, of an aggregate of $96,000,000 of Deferred Compensation Obligations 
available for grant under the Partnership's SCB Deferred Compensation Award     
Plan (the "Plan").                                                              

    As counsel for the Partnership, I, or attorneys under my supervision, have
participated in the preparation of the Registration Statement and have examined 
and relied upon such documents, opinions, precedents, records and other         
materials as I have deemed necessary or appropriate to provide a basis for the  
opinion set forth below. In this examination, I have assumed the genuineness of 
all signatures, the authenticity of all documents submitted to me as original   
documents and conformity to original documents of all documents submitted to me 
as certified or photostatic copies.                                             

    Based on the foregoing, I am of the opinion that the Deferred Compensation
Obligations, when granted under the Plan, will be duly authorized, validly      
issued, binding obligations of the Partnership.                                 

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.                

                                 Very truly yours,

                                        /s/ David R. Brewer, Jr.
                                                --------------------------------
                                    David R. Brewer, Jr.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		10/3/00		8-K
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