August 17, 2007
AllianceBernstein Bond Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We are counsel to AllianceBernstein Bond 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 an open-end
management investment company (File No. 811-6730). The Registration Statement
pertains to the proposed issuance by AllianceBernstein Intermediate Bond
Portfolio, a series of the Fund, of shares of Intermediate Bond Portfolio's
Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common
Stock, Class K Common Stock, Class I Common Stock and Advisor Class Common
Stock, par value $.001 per share (each a "Class" and, collectively the
"Shares"), pursuant to an Agreement and Plan of Acquisition and Liquidation, a
form of which is included as Appendix G to the Prospectus in Part A of the
Registration Statement (the "Agreement"). When duly executed and delivered by
the parties thereto, the Agreement will provide for the transfer of all of the
assets and liabilities of AllianceBernstein U.S. Government Portfolio, a series
of the Fund, to Intermediate Bond Portfolio.
We have examined the Charter and By-Laws of the Fund, the Agreement 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 Agreement 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 Agreement 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 an open-end, management
investment company; and
(ii) The Shares proposed to be issued in accordance with the terms of the
Agreement, to the extent that the number of Shares of the relevant
Class or Classes to be issued and distributed to shareholders of the
Company does not exceed the number of authorized and unissued shares
of such Class or Classes 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 "General Information - 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,
Seward & Kissel LLP
SK 00250 0455 798959