MILAN, Nov 28 (Reuters) - Holders AC Milan will advance to the Champions League last 16 with a draw at Benfica on Wednesday while last season's runners-up Liverpool must beat Porto to stay realistically in the hunt.
Chelsea will qualify with a game to spare if they take three points at Rosenborg in Group B and Ronald Koeman's Valencia need a victory at home to Schalke to avoid elimination and in the process knock out the Germans if Rosenborg win.
Real Madrid, without injured duo Gabriel Heinze and Wesley Sneijder, need a point at bottom side Werder Bremen to progress from Group C with the winner in Lazio's clash against Olimpiakos also going through if the Spanish champions at least draw.
A win for Porto at Liverpool would seal the Portuguese side's passage from Group A and leave manager Rafael Benitez, at loggerheads with Liverpool's American owners over transfers, praying for Besiktas to beat Marseille at home.
The Turks were battered 8-0 by Liverpool last time out, though, and a Marseille victory coupled with the 2005 winners failing to win would send the French team through.
Shakhtar Donetsk will reach the knockout stages for the first time if they win at Celtic in Group D and Milan avoid defeat in Lisbon, where fit-again Ronaldo could make his European debut for the champions.