SEWARD & KISSEL LLP
                                1200 G STREET, NW
                                    SUITE 350
                              WASHINGTON, DC 20005

                            Telephone: (202) 737-8833
                            Facsimile: (202) 737-5184
                                 www.sewkis.com

                                                December 28, 2009

The AllianceBernstein Pooling Portfolios
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

          We have acted as counsel for The AllianceBernstein Pooling Portfolios
(the "Trust") in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an indefinite number of shares (the
"Shares") representing the beneficial interest in the AllianceBernstein U.S.
Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio,
AllianceBernstein Global Real Estate Investment Portfolio, AllianceBernstein
International Value Portfolio, AllianceBernstein International Growth Portfolio,
AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Intermediate
Duration Bond Portfolio, AllianceBernstein Inflation-Protected Securities
Portfolio, AllianceBernstein High-Yield Portfolio, AllianceBernstein Small-Mid
Cap Value Portfolio and AllianceBernstein Small-Mid Cap Growth Portfolio (each a
"Portfolio" and collectively the "Portfolios"), as set forth in the Trust's
Agreement and Declaration of Trust (the "Declaration"). The Trust was
formed under Massachusetts law, is a trust with transferable shares of the type
commonly called a "Massachusetts business trust" and is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. This opinion relates to the Shares of each class of a Portfolio 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") to become effective on December 31, 2009 pursuant to
paragraph (b) of Rule 485 under the Securities Act (as so amended, the
"Registration Statement") in which this letter is included as Exhibit (i).

          As counsel for the Trust, we have participated in the preparation of
the Registration Statement. We have examined the Declaration and By-laws of the
Trust and any amendments and supplements thereto and have relied upon such
records of the Trust 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, and subject to the qualification concerning
possible shareholder liability set forth below, we are of the opinion that the
Shares of each Portfolio to be offered for sale pursuant to the Registration
Statement are duly authorized, and, when sold, issued and paid for as
contemplated by the Registration Statement, will have been validly issued and
will be fully paid and non-assessable Shares of a Portfolio under the laws of
the Commonwealth of Massachusetts.

          Under Massachusetts law, shareholders of a trust could, under certain
circumstances, be held personally liable for the obligations of the trust by
reason of being or having been a shareholder of the trust. However, the
Declaration disclaims shareholder liability for acts or obligations of the Trust
and requires that the notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or its Trustees.
The Declaration provides for indemnification out of the property of the Trust
for all loss and expense of any shareholder held personally liable for the
obligations of the Trust by reason of being or having been a shareholder of the
Trust. Thus, the risk of a shareholder incurring financial loss by reason of
being or having been a shareholder of a Portfolio is limited to circumstances in
which the Trust itself would be unable to meet its obligations.

          We do not express an opinion with respect to any laws other than the
laws of Massachusetts applicable to the issuance of shares of beneficial
interest in a domestic business trust. Accordingly, our opinion does not extend
to, among other laws, the federal securities laws or the securities or "blue
sky" laws of Massachusetts or any other jurisdiction. Members of this firm are
admitted to the bars of 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

SK 00250 0157 1055239