SEWARD & KISSEL LLP
                               1200 G Street, N.W.
                              Washington, DC 20005

                            Telephone: (202) 737-8833
                            Facsimile: (202) 737-5184
                                 www.sewkis.com

                                                March 23, 2009

AllianceBernstein Municipal Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

     We are counsel to AllianceBernstein Municipal 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 an open-end management investment company (File No. 811-04791).
The Registration Statement pertains to the proposed issuance by National
Portfolio, a series of the Fund, of shares of National Portfolio's Class A
Common Stock, Class B Common Stock and Class C Common Stock, par value $.001 per
share (each a "Class" and, collectively the "Shares"), pursuant to the Plan of
Acquisition and Liquidation and the Agreement and Plan of Acquisition and
Liquidation, a form of which is included as Appendix H and Appendix I,
respectively, to the Prospectus in Part A of the Registration Statement
(collectively, the "Agreements"). When duly executed and delivered by the
parties thereto, the Agreements will, in separate transactions, provide for the
transfer of all of the assets and liabilities of National Portfolio II, another
series of the Fund, and of Florida Portfolio, a series of AllianceBernstein
Municipal Income Fund II, to National Portfolio.

     We have examined the Charter and By-Laws of the Fund, the Agreements 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 Agreements 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 Agreements 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
          Agreements, to the extent that the number of Shares of the relevant
          Class or Classes to be issued and distributed to shareholders of
          National II and Florida Portfolio 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
non-assessability 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 0457 978811