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Exhibit (i)(2)
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
www.sewkis.com
October 6, 2000
Alliance Institutional Funds, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for Alliance Institutional
Funds, Inc, a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of an indefinite number of shares
of Class I and Class II common stock, par value $.001 per share,
of the Company's Alliance Technology Institutional Fund and
Alliance International Premier Growth Institutional Fund (the
"Common Stock"). The Company is registered under the Investment
Company Act of 1940, as amended, as an open-end management
investment company. This opinion is limited to matters relating
to the Common Stock being registered pursuant to the Post-
Effective Amendment to the Registration Statement on Form N-1A to
be filed with the Securities and Exchange Commission (the
"Commission") on October 6, 2000 (as so amended, the
"Registration Statement") in which this letter is included as
Exhibit (i)(2).
As counsel for the Company, we have participated in the
preparation of its Registration Statement. We have examined the
Charter and By-laws of the Company and all amendments and
supplements thereto and have relied upon a certificate of an
officer of the Company certifying the resolutions of the Board of
Directors of the Company authorizing the creation and sale and
issuance of shares of the Common Stock. We have also examined
and relied upon such corporate records of the Company and such
other documents and certificates as to factual matters as we have
deemed to be necessary to render the opinion expressed herein.
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Based on such examination, we are of the opinion that
the shares of Common Stock of the Company to be offered for sale
pursuant to the Registration Statement are, to the extent of the
number of shares of the relevant class and series authorized to
be issued by the Company in its Charter, duly authorized, and,
when sold, issued and paid for as contemplated by the
Registration Statement, such shares will have been validly issued
and will be fully paid and nonassessable shares of common stock
of the Company 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 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. Members of this firm are admitted to the bar in
the State of New York and the District of Columbia.
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-
Counsel" in the Part B thereof. In giving this consent, we do
not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ Seward & Kissel LLP
2
00250237.AQ7
