Exhibits 5 and 23.2


                                                           July 11, 2001


Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105

Ladies and Gentlemen:

     We have acted as counsel for Alliance Capital Management L.P., a Delaware
limited partnership (the "Partnership") in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Partnership
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, for the registration of the sale from time to time of (i) the
Company's (a) senior debt securities (the "Debt Securities"), which may be
issued pursuant to a senior debt indenture, between the Partnership and The
Bank of New York, as trustee (the "Trustee") (the "Indenture"); and (b)
Warrants of the Partnership to purchase Debt Securities (the "Warrants"), which
may be issued pursuant to a warrant agreement between the Partnership and the
Warrant Agent to be named therein (the "Warrant Agreement").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of
rendering this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1. When the Indenture and any supplemental indenture to be entered into in
connection with the issuance of any Debt Securities have been duly authorized,
executed and delivered by the Trustee and the Partnership; the specific terms
of a particular series of Debt Securities have been duly authorized and
established in accordance with the Indenture; and such Debt Securities have
been duly authorized, executed, authenticated, issued and delivered in
accordance with the Indenture and the applicable underwriting or other
agreement, such Debt Securities will constitute valid and binding obligations
of the Partnership, enforceable in accordance with their terms, subject to the
effects of applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and equitable principles of general applicability.

     2. When the Warrant Agreement to be entered into in connection with the
issuance of any Warrants has been duly authorized, executed and delivered by
the Warrant Agent and the Partnership; the specific terms of the Warrants have
been duly authorized and established in accordance with the Warrant Agreement;
and such Warrants have been duly authorized,






executed, issued and delivered in accordance with the Warrant Agreement
and the applicable underwriting or other agreement, such Warrants will
constitute valid and binding obligations of the Partnership, enforceable in
accordance with their terms, subject to the effects of applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and equitable
principles of general applicability.

     In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated
or rescinded; and (iii) there shall not have occurred any change in law
affecting the validity or enforceability of such security. We have also assumed
that none of the terms of any security to be established subsequent to the date
hereof, nor the issuance and delivery of such security, nor the compliance by
the Partnership with the terms of such security will violate any applicable law
or will result in a violation of any provision of any instrument or agreement
then binding upon the Partnership, or any restriction imposed by any court or
governmental body having jurisdiction over the Partnership.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware and the Delaware Revised Uniform Limited Partnership Act.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus.

     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.


                                                    Very truly yours,


                                                    /s/ Davis Polk & Wardwell