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Exhibit (i)
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
www.sewkis.com
October 27, 2000
Alliance Municipal Trust
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for Alliance Municipal Trust (the
"Trust") 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 Ohio
Portfolio (the "Portfolio") of the Trust (the "Shares"). The
Trust is a Massachusetts 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
relates to Shares being registered pursuant to the Post-Effective
Amendment to the Registration Statement on Form N-1A of the Trust
to be filed with the Securities and Exchange Commission (the
"Commission") on October 27, 2000 (as so amended, the
"Registration Statement") and in which this letter is included as
Exhibit (i).
As counsel for the Trust, we have participated in the
preparation of the Trust's Registration Statement. We have
examined the Agreement and Declaration of Trust and By-Laws of
the Trust and any amendments and supplements thereto and have
relied upon a certificate of an officer of the Trust certifying
the resolutions of the Trustees of the Trust authorizing the sale
and issuance of the Shares. We have also examined and relied
upon such records of the Trust 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 to be offered for sale pursuant to the Registration
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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 Trust 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 Agreement and Declaration
of Trust of the 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
Agreement and Declaration of Trust of the 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 to the due
authorization, valid issuance and non-assessability 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
00250295.AA0
