SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                               NEW YORK, NY 10004

                            Telephone: (212) 574-1200
                            Facsimile: (212) 480-8421
                                 www.sewkis.com


                                                  February 28, 2005


AllianceBernstein Cap Fund, Inc.
AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Global Health Care Fund, Inc.
AllianceBernstein Global Research Growth Fund, Inc.
AllianceBernstein Global Technology Fund, Inc.
AllianceBernstein Large Cap Growth Fund, Inc.
AllianceBernstein Mid-Cap Growth Fund, Inc.
AllianceBernstein Worldwide Privatization Fund, Inc.
         1345 Avenue of the Americas
         New York, New York  10105

Ladies and Gentlemen:

         We have acted as counsel for each of the corporations named above
(each, a "Company," and collectively, the "Companies") and the individual
portfolios of certain of the Companies (each, a "Portfolio"), as applicable, in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an indefinite number of shares, par value per share
as set forth in each Company's Charter, of Class A Common Stock, Class R Common
Stock, Class K Common Stock and Class I Common Stock, as applicable (each a
"Class" and collectively the "Shares"), of each Company or Portfolio, as
applicable. Each Company is a Maryland corporation and is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. This opinion is rendered to each Company severally, and not to the
Companies jointly.

         As counsel for a Company, we have participated in the preparation of
the Post-Effective Amendment to that Company's Registration Statement on Form
N-1A to be filed with the Securities and Exchange Commission (the "Commission")
(as so amended, the "Registration Statement") in which this letter is included
as Exhibit (i). We have examined the Charter and By-laws of that Company or its
Portfolio, as applicable, and any amendments and supplements thereto and have
relied upon such corporate records of that Company and such other documents and
certificates as to factual matters as we have deemed necessary to render the
opinion expressed herein.

         Based on such examination, we are of the opinion that the Shares of
each Company to be offered for sale pursuant to the Registration Statement of
that Company are, to the extent of the numbers of Shares of the relevant Classes
of each Company authorized to be issued by that Company in its Charter, 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 under the laws of the State of Maryland.

         We do not express an opinion with respect to any laws other than the
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 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 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,


                                                  Seward & Kissel LLP

00250.0442 #547960v2