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

                            TELEPHONE: (212) 574-1200
                            FACSIMILE: (212) 480-8421
                                 www.sewkis.com


                                               Dated as of February 23, 2007



AllianceBernstein Global High Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Alliance World Dollar Government Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

             Re: Acquisition of the Assets and Assumption of the
                 Liabilities of Alliance World Dollar Government Fund, Inc.
                 by AllianceBernstein Global High Income Fund, Inc.
                 ----------------------------------------------------------

Ladies and Gentlemen:

                               I. Introduction
                                  -------------


          We have acted as counsel to Alliance World Dollar Government Fund,
Inc., a Maryland corporation ("World Dollar Fund"), and AllianceBernstein Global
High Income Fund, Inc. (formerly known as Alliance World Dollar Government Fund
II, Inc.), a Maryland corporation ("Global High Income Fund"), in connection
with the Acquisition provided for in the Agreement and Plan of Acquisition and
Liquidation among World Dollar Fund, Global High Income Fund and
AllianceBernstein L.P. (the "Adviser"), dated as of September 20, 2006 (the
"Plan"). Pursuant to Section 8(e) of the Plan, World Dollar Fund and Global High
Income Fund have requested our opinion as to certain of the federal income tax
consequences to World Dollar Fund, Global High Income Fund and the stockholders
of World Dollar Fund ("World Dollar Stockholders") in connection with the
Acquisition. Each capitalized term not defined herein has the meaning ascribed
to that term in the Plan.

                               II. Relevant Facts
                                   ---------------

          Each of World Dollar Fund and Global High Income Fund is registered as
a closed-end management investment company under the Investment Company Act of
1940, as amended (the "Act").

          The Plan and the Acquisition have been approved by the Board of
Directors of World Dollar Fund and the Board of Directors of Global High Income
Fund. The terms and conditions of the Acquisition are set forth in the Plan.

          Pursuant to the Plan, World Dollar Fund will transfer all of
its Assets to Global High Income Fund in exchange for shares (including
fractional shares and cash in lieu of certain fractional shares(1)) of Global
High Income Fund ("Global High Income Fund Shares") and the assumption by Global
High Income Fund of all the Liabilities of World Dollar Fund existing on or
after the Effective Time of the Acquisition. At the Closing Date or as soon as
reasonably practicable thereafter, World Dollar Fund will liquidate and
distribute all of the Global High Income Fund Shares (and cash in lieu of
fractional shares) that it received in connection with the Acquisition to those
then former World Dollar Stockholders in exchange for all of the then
outstanding shares of World Dollar Fund ("World Dollar Fund Shares"). Upon
completion of the Acquisition, each such former World Dollar Stockholder will be
the owner of full and fractional Global High Income Fund Shares (and cash in
lieu of fractional shares) equal in net asset value as of the Closing Date to
the net asset value of the World Dollar Fund Shares such stockholder held prior
to the Acquisition. Pursuant to the Plan, World Dollar Fund will bear any
expenses incurred in connection with the Acquisition.

-----------------

(1)  World Dollar Stockholders who are participants in World Dollar Fund's
     Dividend reinvestment plan ("DRIP") will receive fractional shares; all
     other World Dollar Stockholders will receive cash in lieu of fractional
     shares.


          The stated investment objective of each of World Dollar Fund and
Global High Income Fund is to seek high current income and, secondarily, capital
appreciation. To achieve this objective, World Dollar Fund invests primarily in
high yielding, high risk debt obligations issued or guaranteed by governments of
developing countries. Global High Income Fund invests at least 65 percent of its
total assets in sovereign debt obligations issued or guaranteed by foreign
governments. Up to 35 percent of the Global High Income Fund's investments may
be comprised of high-yielding, high-risk fixed-income securities issued by
United States corporations. According to the Form N-CSR filed by World Dollar
Fund with the United States Securities and Exchange Commission (the "SEC") on
January 9, 2007, for the fiscal year ended October 31, 2006, World Dollar Fund
had over 88 percent of its net assets invested in foreign sovereign debt
obligations. World Dollar Fund's remaining assets were invested in various
short-term investments, corporate debt obligations, warrants and credit default
swaps. According to the Form N-CSRS filed by Global High Income Fund with the
SEC on June 8, 2007, for the six-month period ended September 30, 2006, Global
High Income Fund had over 72 percent of its net assets invested in foreign
sovereign debt obligations and over 9 percent of its net assets were invested in
corporate debt obligations. The remainder of its assets were invested in
short-term investments, warrants, credit-default swaps and reverse repurchase
agreements. The sovereign debt obligations held by Global High Income Fund and
World Dollar Fund were primarily issued by the governments of developing
nations.

          In rendering the opinions set forth below, we have examined the
Registration Statement on Form N-14 of Global High Income Fund relating to the
Acquisition and such other documents and materials as we have deemed relevant.
For purposes of rendering our opinions, we have relied exclusively, as to
factual matters, upon the statements made in that Registration Statement and,
with your approval, upon the following assumptions the correctness of each of
which have been verified (or appropriately represented) to us by officers of
World Dollar Fund and Global High Income Fund:

          (1) The Plan has been duly approved by the World Dollar Stockholders.

          (2) Each of World Dollar Fund and Global High Income Fund: (a) is a
"fund" (as defined in Section 851(g)(2) of the United States Internal Revenue
Code of 1986, as amended (the "Code")); (b) has qualified for treatment as a
regulated investment company under Part I of Subchapter M of Subtitle A, Chapter
1, of the Code (a "RIC") for each taxable year since the commencement of its
operations and qualifies for treatment as a RIC during its current taxable year
which includes the Effective Time; (c) will invest its assets at all times
through the Effective Time in a manner that ensures compliance with the
foregoing; and (d) has no earnings and profits accumulated in any taxable year
in which it did not qualify as a RIC.

          (3) The Adviser will operate the business of World Dollar Fund in the
ordinary course between the date of the Plan and the Effective Time, including
the declaration and payment of customary dividends and other distributions and
any other distributions deemed advisable in anticipation of the Acquisition.
From the date it commenced operations through the Effective Time, World Dollar
Fund will conduct its "historic business" (within the meaning of Section
1.368-1(d)(2) of the Treasury Regulations) in a substantially unchanged manner.

          (4) Following the Acquisition, Global High Income Fund (a) has no plan
or intention to sell or otherwise dispose of any of the asset acquired from
World Dollar Fund, except for dispositions made in the ordinary course of its
business and dispositions necessary to maintain its status as a RIC and (b) will
continue in the same business as it conducted prior to the Acquisition and will
continue to invest its assets in accordance with the description of its
investment activities set forth in the Prospectus.

          (5) The World Dollar Stockholders will receive no consideration
pursuant to the Acquisition other than Global High Income Fund Shares or cash in
lieu of fractional Global High Income Fund Shares. The cash paid in lieu of
fractional shares will not exceed 60 percent of the fair market value of the
total consideration paid to the World Dollar Stockholders for their World Dollar
Fund Shares.

          (6) The World Dollar Stockholders will pay any expenses incurred by
them in connection with the Acquisition.

          (7) The Liabilities of World Dollar Fund to be assumed by Global High
Income Fund in the Acquisition have been incurred in the ordinary course of
business of World Dollar Fund or incurred by World Dollar Fund solely and
directly in connection with the Acquisition.

          (8) During the five-year period ending at the Effective Time, (a)
neither World Dollar Fund nor any person "related" (within the meaning of
Section 1.368-1(e)(3) of the Treasury Regulations) to it will have acquired
World Dollar Fund Shares, either directly or through any transaction, agreement,
or arrangement with any other person, with consideration other than Global High
Income Fund Shares or World Dollar Fund Shares, except for World Dollar Fund
Shares redeemed in the ordinary course of World Dollar Fund's business as a
closed-end fund, and (b) no distributions will have been made with respect to
World Dollar Fund Shares, other than normal, regular dividend distributions made
pursuant to the World Dollar Fund's historic dividend-paying practice and other
distributions that qualify for the deduction for dividends paid (within the
meaning of Section 561 of the Code) referred to in Sections 852(a)(1) and
4982(c)(1)(A) of the Code.

          (9) Global High Income Fund has no plan or intention to issue
additional Global High Income Fund Shares following the Acquisition except for
Global High Income Fund Shares issued in the ordinary course of its business as
a closed-end fund. Neither Global High Income Fund nor any person "related"
(within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to it
has any plan or intention to acquire, during the five-year period beginning at
the Effective Time, either directly or through any transaction, agreement, or
arrangement with any other person, any Global High Income Fund Shares issued to
the World Dollar Stockholders pursuant to the Acquisition, except for
redemptions in the ordinary course of such business.

          (10) During the five-year period ending at the Effective Time, neither
Global High Income Fund nor any person "related" (within the meaning of Section
1.368-1(e)(3) of the Treasury Regulations) to it will have acquired World Dollar
Fund Shares with consideration other than Global High Income Fund Shares.

          (11) The aggregate value of the acquisitions, redemptions and
distributions described by paragraphs 8, 9, and 10 above will not exceed 50
percent of the value (without giving effect to such acquisitions, redemptions,
and distributions) of the aggregate value of all of the equity securities issued
by World Dollar Fund at the Effective Time.

          (12) There is no plan or intention of the World Dollar Stockholders to
redeem, sell or otherwise dispose of (i) any portion of their World Dollar Fund
Shares before the Acquisition to any person "related" (within the meaning of
Section 1.368-1(e)(3) of the Treasury Regulations) to either World Dollar Fund
or Global High Income Fund, or (ii) any portion of the Global High Income Fund
Shares they receive in the Acquisition to any person "related" (within such
meaning) to Global High Income Fund. It is not anticipated that dispositions of
those Global High Income Fund Shares at the time of, or soon after, the
Acquisition will exceed the usual rate and frequency of dispositions of World
Dollar Fund Shares as a closed-end fund. It is expected that the percentage of
equity interests in World Dollar Fund, if any, that will be disposed of as a
result of or at the time of the Acquisition will be de minimis and that there
will be no extraordinary redemptions of World Dollar Fund Shares immediately
following the Acquisition.

          (13) The fair market value of the Assets of World Dollar Fund
transferred to Global High Income Fund will equal or exceed the sum of (a) the
amount of Liabilities of World Dollar Fund assumed by Global High Income Fund,
and (b) the amount of Liabilities, if any, to which the transferred Assets are
subject.

          (14) There are no pending or threatened claims or assessments that
have been asserted by or against World Dollar Fund, other than those disclosed
and reflected in the net asset value of World Dollar Fund.

          (15) There are no unasserted claims or assessments against World
Dollar Fund that are probable of assertion.

          (16) There is no plan or intention for Global High Income Fund to be
dissolved or merged into another business trust or a corporation or any "fund"
thereof (as defined in Section 851(g)(2) of the Code) following the Acquisition.

          (17) During the five year period ending at the Effective Time, the
Global High Income Fund has not directly or indirectly owned any World Dollar
Fund Shares.

          (18) The fair market value of the Global High Income Fund Shares (and
cash in lieu of fractional shares) that each World Dollar Stockholder receives
will be approximately equal to the fair market value of the World Dollar Fund
Shares it surrenders in exchange therefor.

          (19) Pursuant to the Acquisition, World Dollar Fund will transfer to
Global High Income Fund, and Global High Income Fund will acquire, at least 90
percent of the fair market value of the net assets, and at least 70 percent of
the fair market value of the gross assets, that World Dollar Fund held
immediately before the Acquisition. For purposes of the foregoing, any amounts
World Dollar Fund uses to pay its Acquisition expenses and to make redemptions
and distributions immediately before the Acquisition (except (a) redemptions in
the ordinary course of its business, and (b) regular, normal dividend
distributions made to conform to its policy of distributing all or substantially
all of its income and gains to avoid the obligation to pay federal income tax
and/or the excise tax under Section 4982 of the Code) will be included as Assets
held thereby immediately before the Acquisition.

          (20) There is no intercompany indebtedness between Global High Income
Fund and World Dollar Fund that was issued or acquired, or will be settled, at a
discount.

          (21) The sum of (a) the expenses incurred by World Dollar Fund
pursuant to the Plan and (b) the Liabilities of World Dollar Fund to be assumed
by Global High Income Fund in the Acquisition will not exceed 20 percent of the
fair market value of the assets of World Dollar Fund transferred to Global High
Income Fund pursuant to the Acquisition.

                               III. Relevant Law
                                    -------------

          A corporation which is a "party to a reorganization" will not
recognize gain or loss if it exchanges property pursuant to a plan of
reorganization solely for stock or securities of another corporation which is a
party to the reorganization.(2) Likewise, the shareholders of a corporation will
not recognize gain or loss if they exchange stock or securities of a corporation
which is a party to a reorganization solely for stock or securities in such
corporation or another corporation which is a party to the reorganization in
pursuant of the plan of reorganization.(3)

--------------------------

(2) Code ss. 361.
(3) Code ss. 354.


          In order to be a treated as a "reorganization," a transaction must
satisfy certain statutory requirements contained in Code Section 368 as well as
certain regulatory requirements contained in the Treasury Regulations
thereunder.

          Code Section 368(a)(1)(C) provides that a "reorganization" includes
the acquisition by one corporation in exchange solely for all or a part of its
voting stock of substantially all of the properties of another corporation. Code
Section 368(a)(2)(F) provides that two or more investment companies, may engage
in a "reorganization" only if each of them is either a RIC, a real estate
investment trust or they each meet certain diversification requirements.

          In addition to the statutory language of Code Section 368, there are
two significant non-statutory requirements for a reorganization: the continuity
of interest ("COI") requirement, and the continuity of business enterprise
("COBE") requirement. (4)

--------------------

(4)  Treas. Reg. ss. 1.368-1(b).


          In order to satisfy the COI requirement, "a substantial part of the
value of the proprietary interests in the target corporation must be
preserved."(5) This is accomplished "if, in a potential reorganization, [the
proprietary interest in the target corporation] is exchanged for a proprietary
interest in the issuing corporation..."(6) For this purpose, a proprietary
interest in the target corporation is not preserved if persons related to the
acquiring corporation acquire stock of the target corporation for consideration
other than stock of the acquiring corporation.(7)

---------------------

(5) Treas. Reg. ss. 1.368-1(e)(1)(i).
(6) Id.
(7) Treas. Reg. ss. 1.368-1(e)(3).


          In order to satisfy the COBE requirement, a reorganization may satisfy
either the "historic business test" or the "historic asset test." Under the
"historic business test," a taxpayer can establish COBE if it either (i)
continues the target's historic business, or (ii) continues any significant
historic line of business of the target if the target has more than one line of
business. For this purpose, a line of business entered into as part of the plan
of reorganization is not a historic business. Under the "historic asset test," a
taxpayer can establish asset continuity if it uses a "significant" portion of
the target's historic business assets in a business. "Historic business assets"
may include stock, securities, or intangible operating assets if they are used
in the target's historic business.(8)

--------------------

(8) Treas. Reg. ss. 1.368-1(d)(1)-(3).


          In interpreting the "historic business test" in the case of a
reorganization involving a RIC, the Internal Revenue Service has held that a
corporation engaged in the business of investing in a portfolio of corporate
stocks and bonds was not in the same business as a diversified open-end RIC
investing in high-grade municipal bonds.(9)

----------------------

(9) Rev. Rul. 87-76, 1987-2 C.B. 84.



          The Acquisition will be a transfer of substantially all of the Assets
of World Dollar Fund to Global High Income Fund, each of which is a corporation,
in exchange solely for stock of Global High Income Fund and cash in lieu of
fractional Global High Income Fund Shares, which will then be distributed to the
stockholders of World Dollar Fund pursuant to the liquidation of World Dollar
Fund. Therefore, the Acquisition will satisfy the statutory language of Section
368(a)(1)(C) to be treated as a "reorganization."

          Since each of Global High Income Fund and World Dollar Fund is a RIC,
the Acquisition will satisfy the statutory language of Section 368(a)(2)(F) to
be treated as a "reorganization."

          Based upon the representations made above with respect to acquisitions
of World Dollar Fund Shares by persons "related" to Global High Income Fund,
each World Dollar Stockholder will receive Global High Income Fund Shares and
cash in lieu of fractional shares as a result of the Acquisition. The cash
received by the World Dollar Stockholders will not exceed 60 percent of the fair
market value of the total consideration paid for the World Dollar Fund Shares.
Therefore, the Acquisition will satisfy the COI requirement.

          World Dollar Fund and Global High Income Fund are each historically
engaged in the business of investing in the foreign sovereign debt securities.
In addition, Global High Income Fund is secondarily engaged in the business of
investing in high-yielding, high-risk fixed-income securities issued by non-U.S.
corporations (primarily in developing nations). Each of World Dollar Fund and
Global High Income Fund invest over 72 percent of their respective assets in
debt obligations of the foreign sovereign entities. In the case of each of World
Dollar Fund and Global High Income Fund, such sovereign debt obligations are
issued primarily by developing nations. In addition, each of World Dollar Fund
and Global High Income Fund pursue a strategy that focuses on generating high
current income, with a secondary focus on capital appreciation.

          Based upon the above, we believe that World Dollar Fund and Global
High Income Fund are engaged in the same historic business of investing in
foreign sovereign debt securities and Global High Income Fund will continue to
pursue this historic business after the Acquisition. Therefore, in our view, the
Acquisition will satisfy the "historic business test" of the COBE requirement
for a "reorganization." Alternatively, since Global High Income Fund has no plan
or intention to sell or otherwise dispose of any of the assets acquired from
World Dollar Fund, except for dispositions made in the ordinary course of that
business and dispositions necessary to maintain its status as a RIC, we believe
Global High Income Fund will use the assets acquired from World Dollar Fund in
its historic business so that Global High Income Fund will satisfy the "historic
asset test" of the COBE requirement and thus will satisfy the COBE requirement.

                                  IV. Opinions
                                      ---------

          Based upon the foregoing and upon our consideration of the Code, the
Treasury Regulations promulgated under the Code, published Revenue Rulings,
Revenue Procedures and other published pronouncements of the Internal Revenue
Service, the published opinions of the United States Tax Court and other United
States federal courts, and such other authorities as we consider relevant, each
as they exist as of the date hereof, we are of the opinion that, for federal
income tax purposes:

          (1) The Acquisition will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and World Dollar Fund and Global High
Income Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.

          (2) Each World Dollar Stockholder will recognize no gain or loss on
such stockholder's receipt of Global High Income Fund Shares (including any
fractional Global High Income Fund Share to which the stockholder may be
entitled) in exchange for the stockholder's World Dollar Fund Shares owned by
the World Dollar Stockholders in connection with the Acquisition.

          (3) Neither World Dollar Fund nor Global High Income Fund will
recognize any gain or loss upon the transfer by World Dollar Fund of all of its
Assets to Global High Income Fund in exchange for Global High Income Fund Shares
(and cash in lieu of fractional shares) and the assumption by Global High Income
Fund of the Liabilities pursuant to the Plan or upon the distribution of Global
High Income Fund Shares to World Dollar Stockholders in exchange for their
respective World Dollar Fund Shares.

          (4) The holding period and tax basis of the Assets acquired by Global
High Income Fund will be the same as the holding period and tax basis that World
Dollar Fund had in the Assets immediately prior to the Acquisition.

          (5) The aggregate tax basis of Global High Income Fund Shares received
in connection with the Acquisition by each World Dollar Stockholders (including
any fractional Global High Income Fund Share to which the stockholder may be
entitled) will be the same as the aggregate tax basis of the World Dollar Fund
Shares surrendered in exchange therefore decreased by any cash received and
increased by any gain recognized on the exchange.

          (6) The holding period of Global High Income Fund Shares received in
connection with the Acquisition by each of the World Dollar Stockholders
(including any fractional Global High Income Fund Share to which the stockholder
may be entitled) will include the holding period of the World Dollar Fund Shares
surrendered in exchange therefor, provided that such World Dollar Fund Shares
constitute capital assets in the hands of the World Dollar Stockholder as of the
Closing Date.

          (7) Global High Income Fund will succeed to the capital loss
carryovers of World Dollar Fund, if any, under Section 381 of the Code, but the
use by Global High Income Fund of any such capital loss carryovers (and of any
capital loss carryovers of Global High Income Fund) may be subject to limitation
under Section 383 of the Code.

          (8) Any gain or loss realized by a World Dollar Stockholder upon the
sale of a fractional share of the Global High Income Fund to which the
stockholder is entitled will be recognized by the World Dollar Stockholder and
measured by the difference between the amount of cash received and the basis of
the fractional share and, provided that the World Dollar Fund Shares surrendered
constitute capital assets in the hands of the stockholder, will be a capital
gain or loss.

          Because our opinion is based upon current law, no assurance can be
given that existing United States federal income tax laws will not be changed by
future legislative or administrative or judicial interpretation, any of which
could affect the opinion expressed above. This opinion is provided to you in
connection with the Acquisition. This opinion may not be quoted or relied upon
by any other person or entity, or for any other purpose, without our prior
written consent.

                                                Very truly yours,


                                                /s/ Seward & Kissel LLP
                                                -----------------------
                                                Seward & Kissel LLP
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