Ropes & Gray LLP
                     One International Place
                   Boston, Massachusetts 02110

October 2, 2003

                                                  Brian D. McCabe
                                                   (617) 951-7801
                                            bmccabe@ropesgray.com

AllianceBernstein Trust (the "Trust")
1345 Avenue of the Americas
New York, New York  10105

Ladies and Gentlemen:

You have informed us that you propose to register under the
Securities Act of 1933, as amended (the "Act"), and offer and
sell from time to time, Class R shares of beneficial interest,
without par value ("Shares"), of each of your AllianceBernstein
Value Fund series, AllianceBernstein Small Cap Value Fund series,
and AllianceBernstein International Value Fund series (each such
series, a "Series").

We have examined an executed copy of your Agreement and
Declaration of Trust dated December 12, 2001, as amended (the
"Declaration of Trust") on file in the office of the Secretary of
State of The Commonwealth of Massachusetts. We are familiar with
the actions taken by your trustees to authorize the issue and
sale to the public from time to time of authorized and unissued
Shares of each Series. We have also examined a copy of your
By-Laws and such other documents as we have deemed necessary for
the purpose of this opinion.

We assume that upon sale of the Shares the Trust will receive the
authorized consideration therefor in an amount not less than the
applicable net asset value thereof.

Based on the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares of each Series
and that when such Shares are issued and sold, they will be
validly issued, fully paid and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or its trustees. The
Declaration of Trust provides for indemnification out of the
property of the particular series of shares for all loss and
expense of any shareholder held personally liable solely by
reason of his or her being or having been a shareholder of that
series. Thus, the risk of a shareholder incurring financial loss
on account of being such a shareholder is limited to
circumstances in which that series of shares itself would be
unable to meet its obligations.

We understand that this opinion is to be used in connection with
the registration of an indefinite number of Shares for offer and
sale pursuant to the Act. We consent to the filing of this
opinion with and as part of your Registration Statement on Form
N-lA (File Nos. 333-51938 and 811-10221) relating to such offer
and sale.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP


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