The first sentence expresses regret, which refers to something that never happened in reality, and it's exemplified by the past conditional phrase "would have been." For instance, "Your father would have been proud of you if he were alive." This means that because in real life the father is dead, he would never feel proud of his child anymore. In the second sentence, "would" is used in the future tense. This means that there's a possibility the father will be proud of his child one day, and he's not necessarily dead. As for your second question, the first sentence would sound natural and grammatically correct. :)