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

                            Telephone: (212) 574-1200
                            Facsimile: (212) 480-8421


                                        June 26, 2008



AllianceBernstein Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

     We are counsel to AllianceBernstein Variable Products Series Fund, Inc., a
Maryland corporation (the "Fund"). The opinions set forth below are being
rendered in connection with the Fund's registration statement on Form N-14 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), in which this letter is to be included as an exhibit. The
Fund is registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end management investment company (File No. 811-05398).
The Registration Statement pertains to the proposed issuance by
AllianceBernstein Balanced Wealth Strategy Portfolio ("Balanced Wealth"), a
series of the Fund, of shares of Balanced Wealth's Class A Common Stock and
Class B Common, par value $.001 per share (each a "Class" and, collectively the
"Shares"), pursuant to a Plan of Acquisition and Liquidation, a form of which is
included as Appendix F to the Prospectus in Part A of the Registration Statement
(the "Plan"). The Plan will provide for the transfer of all of the assets and
liabilities of AllianceBernstein Balanced Shares Portfolio, a series of the
Fund, to Balanced Wealth Portfolio.

     We have examined the Charter and By-Laws of the Fund, the Plan in the form
approved by the Board of Directors of the Fund and a copy of the Registration
Statement in which this letter is to be included as an exhibit. In addition, we
have relied upon a certificate of an Assistant Secretary of the Fund certifying
that the form of Plan presented to us is in the form approved by the Board of
Directors of the Fund and further certifying the resolutions of the Board of
Directors of the Fund approving the Plan and authorizing the issuance of the
Shares pursuant thereto. We have also examined and relied upon such corporate
records of the Fund and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. We
have assumed, without independent verification, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as copies.

     Based on such examination and assumptions, we are of the opinion and so
advise you that:

(i)  The Fund has been duly incorporated and is validly existing as a
     corporation in good standing under the laws of the State of Maryland and is
     registered under the 1940 Act, as an open-end, management investment
     company; and

(ii) The Shares proposed to be issued in accordance with the terms of the Plan,
     to the extent that the number of Shares of the relevant Class or Classes to
     be issued and distributed to shareholders of the Company does not exceed
     the number of authorized and unissued shares of such Class or Classes at
     the time of their issuance, when so issued, will constitute validly issued
     shares, 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.

     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 - Legal Matters" contained in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.

     Please be advised that we are opining as set forth above as members of the
bar in the State of New York and the District of Columbia.


                                        Very truly yours,


                                        /s/  Seward & Kissel LLP




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