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SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, N.Y. 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
November 22, 2000
Alliance Institutional Reserves, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel for Alliance Institutional
Reserves, Inc., a Maryland corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, of an indefinite number of shares of Class A,
Class B and Class C common stock, par value $.01 per share, of
the Company's California Portfolio (the "Common Stock").
The Company is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment
company. This opinion is limited to matters relating to the
Common Stock 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") on
November 22, 2000 (as so amended, the "Registration Statement")
in which this letter is included as Exhibit (i)(3).
As counsel for the Company, we have participated in the
preparation of its Registration Statement. We have examined the
Charter and By-laws of the Company and all amendments and
supplements thereto and have relied upon a certificate of an
officer of the Company certifying the resolutions of the Board of
Directors of the Company authorizing the creation and sale and
issuance of shares of the Common Stock. We have also examined
and relied upon such corporate records of the Company 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 of Common Stock of the California Portfolio of the
Company to be offered for sale pursuant to the Registration
Statement are, to the extent of the number of shares of the
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relevant class of the California Portfolio authorized to be
issued by the Company in its Charter, duly authorized, and, when
sold, issued and paid for as contemplated by the Registration
Statement, such shares will have been validly issued and will be
fully paid and nonassessable shares of Common Stock of the
California Portfolio of the Company under the laws of the State
of Maryland.
We do not express an opinion with respect to any laws
other than laws of Maryland applicable to the due authorization,
valid issuance and non-assessability of shares of common stock of
corporations formed pursuant to the provisions of the Maryland
General Corporation Law. Accordingly, our opinion does not
extend to, among other laws, the federal securities laws or the
securities or "blue sky" laws of Maryland 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
00250072.BA2
