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SUTHERLAND
- ASBILL & - EXHIBIT n.2
BRENNAN LLP
ATTORNEYS AT LAW
[SUTHERLAND ASBILL & BRENNAN LLP]
CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP
We hereby consent to the reference to our firm in the "Legal Matters"
section of the prospectus included in the Post-Effective Amendment No. 1 to the
Registration Statement on Form N-2 for Allied Capital Corporation (File No.
333-43534). In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended.
SUTHERLAND ASBILL & BRENNAN LLP
BY: /s/ Cynthia M. Krus
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Cynthia M. Krus
January 18, 2001
