EXHIBIT 5.1
February 23, 1994
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I am a Senior Vice President and the General Counsel of Alliance Capital
Management Corporation, 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
(the "Securities Act"), of up to 750,000 Units representing assignments of
beneficial ownership of 750,000 limited partnership interests in the Partnership
(the "Retention Bonus Units"), issuable pursuant to the Alliance Capital
Management L.P. Shields/Regent Retention Unit Bonus Plan (the "Retention Bonus
Plan"), as described in the Registration Statement on Form S-8 filed herewith
(the "Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Agreement of Limited Partnership of
the Partnership (As Amended and Restated), (the "Partnership Agreement").
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
opinions 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.
I have further assumed for the purposes of this opinion: (i) compliance
with the terms, conditions and restrictions set forth in the Partnership
Agreement, the Registration Statement, the Retention Bonus Plan, the terms and
conditions of which are set forth in Restricted Limited Partnership Units
Acquisition Agreements to be executed by
2
the Partnership and each of five senior executives of Shields Asset Management,
Incorported and Regent Investor Services Incorporated in connection with the
acquisition of the Retention Bonus Units (collectively, the "Operative
Documents") in connection with the issuance of Limited Partnership Interests and
corresponding Retention Bonus Units; (ii) that appropriate notation of the
names, addresses and capital contributions of the Assignor Limited Partner and
persons acquiring Retention Bonus Units under the Retention Bonus Plan
("Unitholders") will be made in the books and records of the Partnership in
connection with the issuance of Limited Partnership Interests and corresponding
Retention Bonus Units; (iii) that the business of the Partnership has been and
will be conducted in accordance with the terms of the Partnership Agreement and
the Delaware Revised Uniform Limited Partnership Act, 6 DEL. C. Section 17-101,
ET. SEQ. (the "Delaware Act"); and (v) that, prior to the issuance of any
Retention Bonus Units by the Partnership, the Partnership shall have received an
Assignment Determination, Limited Liability Determination and a Tax
Determination with respect to such issuance.
Based on the foregoing, I am of the opinion that:
1. The Partnership is a duly formed and validly existing
limited partnership in good standing under the laws of the State
of Delaware.
2. Retention Bonus Units to be issued to employees of the
Partnership, and the corresponding Limited Partnership Interests
to be issued to the Assignor Limited Partner, when issued in
accordance with the terms, conditions and restrictions set forth
in the Operative Documents, will constitute legally issued and
fully paid Retention Bonus Units or Limited Partnership
Interests, and will not be subject to assessment by the
Partnership for additional capital contributions (except as such
assessability may be affected by the matters referenced in
paragraph 3 below).
3. No provision of the Partnership Agreement provides for
or permits any Limited Partner or Unitholder (in such capacity,
collectively, a "Holder"), to take action which, under the
Delaware Act, would constitute participating in the control of
the business of the Partnership so as to make the Holder taking
such action liable as a general partner for the debts and
obligations of the Partnership and, provided that a Holder in
fact does not participate in the control of the business of the
Partnership, the liability of such Holder, in his capacity as
such, under the Delaware Act and the Partnership Agreement will
be limited to an
3
amount not in excess of the sum of (a) any capital contribution
to be made by such Holder (or his predecessor in interest) under
the Operative Documents in respect of all Limited Partnership
Interests or Retention Bonus Units acquired by such Holder,
together with any undistributed partnership income, profits or
property to which such Holder may be entitled on account of his
ownership of Limited Partnership Interests or Retention Bonus
Units; (b) the amount of any distribution made to such Holder to
the extent the same is required to be returned to or for the
account of the Partnership pursuant to Section 17-607 of the
Delaware Act or the terms of the Partnership Agreement,
potentially with interest; and (c) the amount of any liability of
such Holder to the Partnership by reason of any tax payments made
by the Partnership on such Holder's behalf as provided in Section
9.5 of the Partnership Agreement.
As to matters of Delaware law contained in the foregoing opinion, I have
relied on the opinion of Morris, Nichols, Arsht & Tunnell of Wilmington,
Delaware, dated February 23, 1994.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ David R. Brewer, Jr.
------------------------
David R. Brewer, Jr.