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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 Capital Reserves
Alliance Government Reserves
Alliance Municipal Trust
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for each of the business trusts
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 representing the beneficial interest
in the Company, par value per share as set forth in the Company's
Charter (the "Shares"). Each Company is a trust with
transferable shares of the type commonly called a "Massachusetts
business trust" 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 Shares 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 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 Trustees of the Company authorizing the
sale and issuance of the Shares. We have also examined and
relied upon such records of the Company and such other documents
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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 to be offered for sale pursuant to the Registration
Statement are 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 non-assessable Shares
of the Company under the laws of the State of Massachusetts.
Under Massachusetts law, shareholders of a trust could,
under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Charter of each Trust
disclaims shareholder liability for acts or obligations of the
Trust and requires that the notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed
by the Trust or its Trustees. The Charter of each Trust provides
for indemnification out of the property of the Trust for all loss
and expense of any shareholder held personally liable for the
obligations of the Trust by reason of being or having been a
shareholder of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be
unable to meet its obligations.
We do not express an opinion with respect to any laws
other than the laws of Massachusetts applicable the issuance of
shares of beneficial interest in a domestic business trust.
Accordingly, our opinion does not extend to, among other laws,
the federal securities laws or the securities or "blue sky" laws
of Massachusetts 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
00250122.AN1
