Exhibit 99(i)

                              SEWARD & KISSEL LLP
                                901 K Street, NW
                                   Suite 800
                              Washington, DC 20001

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


                                                             October 30, 2014


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 of Class A Common Stock, Class B 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, of the AllianceBernstein Small Cap
Growth Portfolio and Class A Common Stock, Class C Common Stock, Class R Common
Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock
and Class Z Common Stock, as applicable, of the AllianceBernstein Concentrated
Growth Fund, each a portfolio of the Company (the "Portfolios"), par value
$.0001 per share, (each a "Class" and collectively, the "Shares"). 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 October 31, 2014, 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 applicable 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 Portfolios 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