EXHIBIT 5.1 July 12, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 ALLIANCE CAPITAL MANAGEMENT L.P. PROFIT SHARING PLAN FOR FORMER EMPLOYEES OF EQUITABLE CAPITAL MANAGEMENT CORPORATION Dear Sirs: I am a Senior Vice President and the General Counsel of Alliance Capital Management Corporation, the 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 50,000 Units representing assignments of beneficial ownership of 50,000 limited partnership interests in the Partnership together with such presently indeterminate interests (the "Interests") in the Alliance Capital Management L.P. Profit Sharing Plan for Former Employees of Equitable Capital Management Corporation (the "Plan"), as may be purchased with contributions under the Plan. 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 opinion 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. Based on the foregoing, I am of the opinion that the Interests, to the extent such Interests vest to the benefit of the participants in the Plan, will have been duly and validly authorized and will be valid Interests. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/David R. Brewer, Jr. ------------------------ David R. Brewer, Jr.