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<PAGE>
EXHIBIT (i)(2)
CONSENT OF COUNSEL
I consent to the incorporation by reference in this Post-Effective
Amendment No. 64 to the Registration Statement of Eaton Vance Mutual Funds Trust
(1933 Act File No. 02-90946) of my opinion dated June 23, 2000, which was filed
as Exhibit (i) to Post-Effective Amendment No. 61.
/s/ Maureen A. Gemma
Maureen A. Gemma, Esq
July 21, 2000
Boston, Massachusetts
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