EATON VANCE GROWTH TRUST
485BPOS, EX-99.(I)(2), 2000-12-21
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                                                                 EXHIBIT (i)(2)



                               CONSENT OF COUNSEL

     I  consent  to  the  incorporation  by  reference  in  this  Post-Effective
Amendment No. 75 to the Registration Statement of Eaton Vance Growth Trust (1933
Act File No.  2-22019) of my opinion dated October 29, 1998,  which was filed as
Exhibit (i) to Post-Effective Amendment No. 71.


                                  /s/ Maureen A. Gemma
                                  Maureen A. Gemma, Esq.


December 20, 2000
Boston, Massachusetts

                                      C-14



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