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Exhibit (i)(1)
EATON VANCE MANAGEMENT
The Eaton Vance Building
255 State Street
Boston, MA 02109
August 14, 2000
Eaton Vance Mutual Funds Trust
The Eaton Vance Building
255 State Street
Boston, MA 02109
Ladies and Gentlemen:
Eaton Vance Mutual Funds Trust (the "Trust") is a voluntary association
(commonly referred to as a "business trust") established under Massachusetts law
with the powers and authority set forth under its Declaration of Trust dated
August 17, 1993, as amended (the "Declaration of Trust").
I am of the opinion that all legal requirements have been complied with in
the creation of the Trust, and that said Declaration of Trust is legal and
valid.
The Trustees of the Trust have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein provided. As
provided in the Declaration of Trust, the Trustees may authorize one or more
series or classes of shares, without par value, and the number of shares of each
series or class authorized is unlimited. The series and classes of shares
established and designated as of the date hereof are identified on Appendix A
hereto.
Under the Declaration of Trust, the Trustees may from time to time issue
and sell or cause to be issued and sold shares of the Trust for cash or for
property. All such shares, when so issued, shall be fully paid and nonassessable
by the Trust.
I have examined originals, or copies, certified or otherwise identified to
my satisfaction, of such certificates, records and other documents as we have
deemed necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, and with respect to Massachusetts law (other
than the Massachusetts Uniform Securities Act), only to the extent that
Massachusetts law may be applicable and without reference to the laws of the
other several states or of the United States of America, I am of the opinion
that under existing law:
1. The Trust is a trust with transferable shares of beneficial interest
organized in compliance with the laws of the Commonwealth of Massachusetts, and
the Declaration of Trust is legal and valid under the laws of the Commonwealth
of Massachusetts.
2. Shares of beneficial interest of the Trust registered by Form N-1A may
be legally and validly issued in accordance with the Declaration of Trust upon
receipt of payment in compliance with the Declaration of Trust and, when so
issued and sold, will be fully paid and nonassessable by the Trust.
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I am a member of the Massachusetts bar and have acted as internal legal
counsel to the Trust in connection with the registration of shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to Post-Effective Amendment No. 65 to the
Trust's Registration Statement on Form N-1A pursuant to the Securities Act of
1933, as amended.
Very truly yours,
/S/ MAUREEN A. GEMMA
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Maureen A. Gemma
Vice President
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Appendix A
Established and Designated Series* of the Trust
Eaton Vance Cash Management Fund
Eaton Vance Floating-Rate Fund
Eaton Vance Floating-Rate High Income Fund
Eaton Vance Government Obligations Fund
Eaton Vance High Income Fund
Eaton Vance Money Market Fund
Eaton Vance Municipal Bond Fund
Eaton Vance Strategic Income Fund
Eaton Vance Tax Free Reserves
Eaton Vance Tax-Managed Capital Appreciation Fund
Eaton Vance Tax-Managed Emerging Growth Fund
Eaton Vance Tax-Managed Growth Fund
Eaton Vance Tax-Managed International Growth Fund
Eaton Vance Tax-Managed Value Fund
Eaton Vance Tax Managed Young Shareholder Fund
Eaton Vance Insured Tax-Managed Emerging Growth Fund
Eaton Vance Insured Tax-Managed Growth Fund
Eaton Vance Insured Tax-Managed International Growth Fund
Eaton Vance Insured High Income Fund
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* Each Series is authorized to issue Class A, Class B, Class C and Class I
shares. Eaton Vance Tax-Managed Growth Fund is also authorized to issue
Class S shares.
