EXHIBIT 5
November 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Capital Management L.P.
Annual Elective Deferral Plan
Dear Sirs:
I am Senior Vice President and General Counsel of Alliance Capital
Management Corporation, the General Partner of Alliance Capital Management
Holding L.P., a Delaware limited partnership (the "Partnership"), and have acted
as counsel in connection with the registration under the Securities Act of 1933,
as amended, of an indeterminate number of units representing assignments of
beneficial ownership of limited partnership interests in the Partnership (the
"Units") available for grant under the Alliance Capital Management L.P. Annual
Elective Deferral Plan (the "Plan").
As counsel for the Partnership, I, or attorneys under my supervision, have
participated in the preparation of the Registration Statement and have examined
and relied upon such documents, opinions, precedents, records and other
materials as I have deemed necessary or appropriate to provide a basis for the
opinion set forth below. In this examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as original
documents and conformity to original documents of all documents submitted to me
as certified or photostatic copies.
Based on the foregoing, I am of the opinion that the Units deliverable
pursuant to the Plan, when delivered in accordance with the Plan upon receipt by
the Partnership of adequate consideration therefor, will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ David R. Brewer, Jr.
David R. Brewer, Jr.
