August 9, 2000
ACM Government Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel to ACM Government Income Fund,
Inc., a Maryland corporation ("ACM I"), in connection with the
proposed transfer of all the assets and liabilities of ACM
Government Securities Fund, Inc. ("ACM II"), and ACM Government
Spectrum Fund, Inc. ("ACM III") and ACM Government Opportunity
Fund, Inc. ("ACM IV"), each a Maryland corporation, to ACM I and
the issuance of shares, par value $.01 per share, of Common Stock
of ACM I ("Shares"), pursuant to proposed Agreements and Plans of
Acquisition and Liquidation (the "Agreements") between ACM I and
ACM II, ACM I and ACM III, and ACM I and ACM IV, respectively.
We have examined the Charter and By-Laws of ACM I, and a
copy of its Registration Statement on Form N-14 of which this
opinion forms a part (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "1933 Act"). In addition, we have
examined and relied upon a certificate of the Assistant Secretary
of ACM I certifying that the Agreements presented to us are in
the form approved by the Board of Directors of ACM I and further
certifying the resolutions of the Board of Directors of ACM I
approving the Agreements and authorizing the issuance of the
Shares pursuant thereto. We have also examined and relied upon
such corporate records of ACM I and other documents and
certificates with respect to factual matters as we have deemed
necessary to render the opinion expressed herein. We have
assumed, without independent verification, the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents
submitted to us as copies.
Based on such examination, we are of the opinion and so
advise you that the Shares of ACM I to be issued in accordance
with the terms of the Agreements, to the extent that the number
of Shares to be issued by ACM I and distributed to shareholders
of ACM II, ACM III and ACM IV, does not exceed the number of
authorized and unissued shares on the issuance date, when so
issued, will constitute validly issued, fully paid and
nonassessable shares under the laws of the State of Maryland.
We hereby consent to the filing of this opinion letter
with the Securities and Exchange Commission as an exhibit to the
Registration Statement and to the reference to our firm under the
captions "Summary - Federal Income Tax Consequences" and
"Information About the Proposed Transactions - Federal Income Tax
Consequences" in the Prospectus/Proxy Statement included therein,
and under the caption "General Information - Counsel" contained
in the Statement of Additional Information of ACM I also included
therein. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by
Section 7 of the 1933 Act.
Please be advised that we are opining as set forth above
as members of the bar of the State of New York. This opinion
does not extend to the securities or "blue sky" laws of any
state. As to the matters of Maryland law underlying the
foregoing opinion, we have relied on the opinion of Ballard,
Spahr Andrews & Ingersoll, LLP, dated August 8, 2000, a copy of
which is included in the Registration Statement as Exhibit 11(b).
Very truly yours,
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