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<PAGE> 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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