EXHIBIT 5.2
February 23, 1994
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Re: Alliance Capital Management L.P. Shields/
Regent Retention Unit Bonus Plan
Ladies and Gentlemen:
We have acted as special Delaware counsel to Alliance Capital
Management L.P., a Delaware limited partnership (the "Partnership"), in
connection with the proposed issuance of up to 750,000 units representing
assignments of beneficial ownership of Limited Partnership Interests in the
Partnership (the "Retention Unit Bonus Plan Units"), issuable pursuant to the
Alliance Capital Management L.P. Shields/Regent Retention Unit Bonus Plan (the
"Retention Unit Bonus Plan"), as described in the Registration Statement on Form
S-8 filed by the Partnership with the Securities and Exchange Commission on
February 23, 1994 in connection with the registration of the Retention Unit
Bonus Plan Units (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) dated as of
November 18, 1987, as amended by amendments thereto dated as of October 26,
1988, December 12, 1991 and July 22, 1993, respectively (as heretofore in effect
from time to time, the "Partnership Agreement").
In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Registration
Statement; the Partnership Agreement; the Certificate of Limited Partnership of
the Partnership as filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on November 18, 1987, as amended by a
Certificate of Amendment thereto as filed in the Recording Office on
December 12, 1991; the Alliance Capital Management L.P. Shields/Regent Retention
Unit Bonus Plan Form of Restricted Limited Partnership Units Acquisition
Agreement in the form attached
as Exhibit No. 4 to the Registration Statement (the "Retention Bonus Agreement")
to be executed by the Partnership and an employee of the Partnership in
connection with the acquisition by such employee of Retention Unit Bonus Plan
Units under the Retention Unit Bonus Plan; and a certification of good standing
of the Partnership issued as of a recent date by the Recording Office. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies or drafts of
documents to be executed and the legal competence or capacity of natural persons
or entities (who are or will become signatories thereto) to complete the
execution of documents. We have further assumed for the purposes of this
opinion: (i) the due organization, valid existence and good standing of the
General Partner and the Assignor Limited Partner under the laws of the
jurisdiction of their respective organization; (ii) the due authorization,
execution and delivery by, or on behalf of, each of the parties thereto of the
documents reviewed by us and all documents contemplated by the Partnership
Agreement, the Retention Unit Bonus Plan and the applicable Retention Bonus
Agreement to be executed in connection with the issuance of Retention Unit Bonus
Plan Units and corresponding Limited Partnership Interests; (iii) compliance
with the terms, conditions and restrictions set forth in the Partnership
Agreement, the Registration Statement, the Retention Unit Bonus Plan and the
applicable Retention Bonus Agreement (collectively, the "Operative Documents")
in connection with the issuance of Retention Unit Bonus Plan Units and
corresponding Limited Partnership Interests; (iv) that appropriate notation
of the names and addresses of the Assignor Limited Partner and persons acquiring
Retention Unit Bonus Plan Units under the Retention Unit Bonus Plan (the
"Unitholders") will be made in the books and records of the Partnership in
connection with the issuance of Retention Unit Bonus Plan Units and
corresponding Limited Partnership Interests; (v) 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 SECTION 17-101 ET SEQ. (the "Delaware Act"); (vi) that, prior
to the issuance of any Retention Unit Bonus Plan Units by the Partnership, the
Partnership will have received an Assignment Determination, Limited Liability
Determination and a Tax Determination with respect to such issuance and that no
person acquiring Retention Unit Bonus Plan Units is an Affiliate (as defined in
the Partnership Agreement) of the General Partner; and (vii) that the documents
examined by us are in full force and effect, set forth the entire understanding
of the parties thereto with respect to the subject matter thereof and have not
been supplemented,
amended or otherwise modified (and no action in contemplation thereof has been
taken), except as herein referenced. No opinion is expressed herein with
respect to the requirements of, or compliance with, federal or state securities
or blue sky laws. As to any facts material to our opinion, other than those
assumed, we have relied, without independent investigation, on the above-
referenced documents examined by us and the accuracy, as of the date hereof, of
the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our 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 Unit Bonus Plan Units to be issued to employees of the
Partnership or one of the direct or indirect wholly-owned subsidiaries of the
Partnership from time to time, 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
Unit Bonus Plan Units or Limited Partnership Interests, as the case may be, 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 its
capacity as such, under the Delaware Act and the Partnership Agreement will be
limited to an amount not in excess of the sum of (a) any capital contribution
required to be made by such Holder (or its predecessor in interest) under the
Operative Documents in respect of all Limited Partnership Interests or Retention
Unit Bonus Plan Units acquired by such Holder, together with any undistributed
partnership income, profits or property to which such Holder may be entitled on
account of its ownership of Limited Partnership Interests or Retention Unit
Bonus Plan 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.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
We understand that David R. Brewer, Jr., Esq., wishes to rely on the
foregoing opinions as to matters of Delaware law in connection with the
rendering by him of an opinion as to the validity of the Retention Unit Bonus
Plan Units, to be attached as an exhibit to the Registration Statement, and we
hereby consent to such reliance. Except as provided in the preceding sentence,
the opinions set forth above are expressed solely for the benefit of the
addressee hereof in connection with the matters contemplated hereby and may
not be relied upon by any other person or entity, or for any other purpose,
without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Walter C. Tuthill
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Walter C. Tuthill