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Exhibit (i)(3)
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
www.sewkis.com
July 7, 2000
Alliance Select Investor Series, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for Alliance Select Investor
Series, 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 A, Class B and Class C common stock, par value
$.001 per share, of the Company's Biotechnology Portfolio (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 July 7, 2000 (as so amended, the "Registration
Statement") in which this letter is included as Exhibit (i)(3).
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.
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
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number of shares of the relevant class and portfolio 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.
As to matters of Maryland law relevant to the foregoing
opinion, we have relied on the opinion of Venable, Baetjer and
Howard, LLP of Baltimore, Maryland, dated July 7, 2000, a copy of
which is included in the Registration Statement as Exhibit
(i)(6).
We do not express an opinion with respect to any laws
other than 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
00250432.AB7
