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Exhibit (i)
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NY 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
www.sewkis.com
October 26, 2000
Alliance Premier Growth Fund, Inc.
Alliance Health Care Fund, Inc.
Alliance Technology Fund, Inc.
Alliance Quasar Fund, Inc.
The Alliance Fund, Inc.
Alliance Disciplined Value Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Utility Income Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance New Europe Fund, Inc.
Alliance Worldwide Privatization Fund, Inc.
Alliance International Premier Growth Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Greater China '97 Fund, Inc.
Alliance All-Asia Investment Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for each of the corporations named
above (each, a "Company," and collectively, the "Companies") in
connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an indefinite number
of shares of each Company's common stock, par value per share as
set forth in that Company's Charter (the "Common Stock"). Each
Company is a Maryland corporation and is registered under the
Investment Company Act of 1940, as amended, as an open-end
management investment company. This opinion is rendered to each
Company severally, and not to the Companies jointly, and relates
to Common Stock of each class and portfolio 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") to become effective on
November 1, 2000 pursuant to paragraph (b) of Rule 485 under the
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Securities Act (as so amended, the "Registration Statement") in
which this letter is included as Exhibit (i).
As counsel for a Company, we have participated in the
preparation of that Company's Registration Statement. We have
examined the Charter and By-laws of that Company and any
amendments and supplements thereto and have relied upon a
certificate of an Assistant Secretary of the Company certifying
the resolutions of the Board of Directors of the Company
authorizing the 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
number of shares of the relevant class, and, if applicable,
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, 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
00250157.BX9
