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Boston
June 23, 2000
The Trustees of Alliance Municipal Trust
c/o Alliance Capital Management, L.P.
1345 Avenue of the Americas
New York, New York 10105
RE: ALLIANCE MUNICIPAL TRUST-PENNSYLVANIA PORTFOLIO
Ladies and Gentlemen:
You have requested our opinion as to certain matters of
Massachusetts law in connection with the filing with the
Securities and Exchange Commission (the "SEC") by Alliance
Municipal Trust, a Massachusetts trust with transferable shares
originally named "Alliance Tax-Exempt Reserves" (the "Trust"), of
Post-Effective Amendment No. 40 to its Registration Statement on
Form N-1A (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), Registration No.
2-79807, and Amendment No. 38 to its Registration Statement under
the Investment Company Act of 1940, as amended, Registration No.
811-3586 (collectively, the "Amendment"), relating to the
registration of shares of beneficial interest of the Alliance
Municipal Trust Pennsylvania Portfolio Series, a new Series of
the Trust (the "Series", and the shares of the Series, the
"Portfolio Shares"), which are to represent the beneficial
interest in the portfolio of the Trust known as the Alliance
Municipal Trust Pennsylvania Portfolio (the "Portfolio").
We have acted as Massachusetts counsel to the Trust in
connection with the preparation of the certificate of designation
establishing and providing for the Portfolio and the Series filed
with the office of the Secretary of State of The Commonwealth of
Massachusetts on June 14, 2000 (the "Certificate of Designation")
and the authorization by the Trustees of the Trust (the
"Trustees") of the issuance and sale of the Portfolio Shares. In
this connection we have examined and are familiar with (a) the
Trust's Declaration of Trust dated April 16, 1985, as amended
October 31, 1991, and further amended by the Certificate of
Designation, (b) the Bylaws of the Trust, (c) the forms of the
Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Portfolio Shares,
substantially in the form in which they are to be filed with the
SEC, (d) the actions of the Trustees to organize the Trust and
the Portfolio, (e) certificates of Trustees and officers of the
Trust and of public officials as to matters of fact, and such (f)
other documents and instruments, certified or otherwise
identified to our satisfaction, and such questions of law and
fact, as we have considered necessary or appropriate for purposes
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of the opinions expressed herein. We have assumed the
genuineness of the signatures on, and the authenticity of, all
documents furnished to us, and the conformity to the originals of
documents submitted to us as certified copies, which facts we
have not independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under the laws of The Commonwealth of
Massachusetts:
1. The Trust has been duly organized and is validly
existing as a trust with transferable shares of the type commonly
called a Massachusetts business trust, and the Portfolio has been
duly established as a separate Series of the Trust, the
beneficial interest in which is to be represented by the
Portfolio Shares.
2. The Trust is authorized to issue an unlimited number of
Portfolio Shares; the Portfolio Shares to be offered for sale by
the Prospectus and SAI have been duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action
of the shareholders of the Trust or of the Portfolio is required
in such connection.
3. The Portfolio Shares, when duly sold, issued and paid
for as contemplated by the Registration Statement, will be
validly and legally issued, fully paid and nonassessable by the
Trust.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that the shareholders of a Massachusetts
business trust may under some circumstances be subject to
assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of
the Declaration and the laws of Massachusetts applying to
business trusts generally, but does not extend to the
Massachusetts Securities Act, or to federal securities or other
laws.
2
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You may rely upon the foregoing opinions in rendering your
opinion letter on the same matters which is to be filed with the
Amendment as an exhibit to the Registration Statement, and we
hereby consent to the reference to us in the Prospectus, and to
the filing of this letter with the SEC as an exhibit to the
Registration Statement. In giving such consent, we do not thereby
concede that we come within the category of persons whose consent
is required under Section 7 of the Securities Act.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
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00250433.AB2
