Exhibit (11)
[LETTERHEAD OF SEWARD & KISSEL LLP]
September 21, 2006
ACM Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We are counsel to ACM Income Fund, Inc., a Maryland corporation (the
"Fund"). The opinions set forth below are being rendered in connection with the
Fund's registration statement on Form N-14 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), in which this letter
is to be included as an exhibit. The Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a closed-end management
investment company (File No. 811-05207). The Registration Statement pertains to
the proposed issuance by the Fund of shares of its Common Stock, par value $.01
per share (the "Shares"), pursuant to an Agreement and Plan of Acquisition and
Liquidation, a form of which is included as Appendix E to the Prospectus/Proxy
Statement in Part A of the Registration Statement (the "Plan"). When duly
executed and delivered by the parties thereto, the Plan will provide for the
transfer of all of the assets and liabilities of ACM Government Opportunity
Fund, Inc., a Maryland corporation (the "Company"), to the Fund.
We have examined the Charter and Bylaws of the Fund, the Plan in the form
approved by the Board of Directors of the Fund and a copy of the Registration
Statement in which this letter is to be included as an exhibit. In addition, we
have relied upon a certificate of an Assistant Secretary of the Fund certifying
that the form of Plan presented to us is in the form approved by the Board of
Directors of the Fund and further certifying the resolutions of the Board of
Directors of the Fund approving the Plan and authorizing the issuance of the
Shares pursuant thereto. We have also examined and relied upon such corporate
records of the Fund and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. We
have assumed, without independent verification, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as copies.
Based on such examination and assumptions, we are of the opinion and so
advise you that:
(i) The Fund has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland
and is registered under the 1940 Act, as a closed-end, management
investment company; and
(ii) The Shares proposed to be issued in accordance with the terms of the
Plan, to the extent that the number of Shares to be issued and
distributed to shareholders of the Company does not exceed the number
of authorized and unissued Shares at the time of their issuance, when
so issued, will constitute validly issued shares, fully paid and
nonassessable, under the laws of the State of Maryland.
We do not express an opinion with respect to any laws other than the laws
of Maryland applicable to the due authorization, valid issuance and
nonassessability of shares of common stock of corporations formed pursuant to
the provisions of the Maryland General Corporation Law. Accordingly, our opinion
does not extend to, among other laws, the federal securities laws or the
securities or "blue sky" laws of Maryland or any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" contained in the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Please be advised that we are opining as set forth above as members of the
bar in the State of New York and the District of Columbia.
Very truly yours,
/s/ Seward & Kissel LLP
SK 00250 0209 694685 v2