EXHIBIT 5
October 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Capital Management L.P.
SCB Deferred Compensation Award 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 an aggregate of $96,000,000 of Deferred Compensation Obligations
available for grant under the Partnership's SCB Deferred Compensation Award
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 Deferred Compensation
Obligations, when granted under the Plan, will be duly authorized, validly
issued, binding obligations of the Partnership.
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.
