SEWARD & KISSEL LLP
                                901 K STREET, NW
                                   SUITE 800
                              WASHINGTON, DC 20001

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




                                                    October 31, 2012


AllianceBernstein Cap Fund, Inc.
1345 Avenue of the Americas
New York, New York  10105

Ladies and Gentlemen:

      We have acted as counsel for AllianceBernstein Cap Fund, Inc., a Maryland
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an indefinite
number of shares, par value $.002 per share, of Class A Common Stock, Class C
Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock
and Advisor Class Common Stock, as applicable, (each a "Class" and collectively
the "Shares") of AllianceBernstein Market Neutral Strategy - U.S. and
AllianceBernstein Market Neutral Strategy - Global, each a portfolio of the
Company (the "Strategies"). The Company is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.

      As counsel for the Company, we have participated in the preparation of the
Post-Effective Amendment to the Company's Registration Statement on Form N-1A to
be filed with the Securities and Exchange Commission (the "Commission") to
become effective on November 1, 2012, 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). We have examined the Charter and By-Laws
of the Company and all amendments and supplements thereto and have 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 to be
offered for sale pursuant to the Registration Statement are, to the extent of
the number of Shares of the relevant Classes of the Strategies 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, will have been
validly issued and will be fully paid and nonassessable 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
nonassessability 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.

                                                    Very truly yours,


                                                    /s/ Seward & Kissel LLP




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