EXHIBIT 5
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March 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Capital Management L.P.
1997 Long Term Incentive Plan
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, of 8,000,000 Units representing
assignments of beneficial ownership of 8,000,000 limited partnership interests
in the Partnership (the "Units") available for grant under the Partnership's
1997 Long Term Incentive Plan (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 Units
deliverable pursuant to the Plan, when delivered in accordance with the Plan
upon receipt by the Partnership of adequate consideration therefor, will be
duly authorized, validly issued, fully paid and nonassessable.
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.
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David R. Brewer, Jr.