As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/02/15  Eaton Vance Growth Trust          N-14¶                 11:11M                                    Evm Consolidated … Codes
          → Eaton Vance Atlanta Capital Horizon Growth Fund ⇒ 4 Classes/Contracts
          → Eaton Vance Atlanta Capital SMID-Cap Fund ⇒ 3 Classes/Contracts

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Growth Trust N-14 Initial Filing Dated 7-2-2015     HTML    498K 
11: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      7K 
 2: EX-99.11    Opinion of Internal Counsel Dtd 7-2-2015            HTML     12K 
 3: EX-99.14    Consent of Independent Registered Public            HTML     11K 
                Accounting Firm Dtd 7-2-2015                                     
 4: EX-99.17AI  Prospectus - Atlanta Capital Funds                  HTML    380K 
 5: EX-99.17AII  Sai - Atlanta Capital Funds                        HTML    716K 
 6: EX-99.17BI  Semiannual Report - Atlanta Capital Horizon Growth  HTML    474K 
                Fund                                                             
 7: EX-99.17BII  Annual Report - Atlanta Capital Horizon Growth     HTML    548K 
                Fund                                                             
 8: EX-99.17BIII  Semiannual Report - Atlanta Capital Smid-Cap      HTML    549K 
                Fund                                                             
 9: EX-99.17BIV  Annual Report - Atlanta Capital Smid-Cap Fund      HTML    602K 
10: EX-99.17C   Form of Proxy Card                                  HTML     20K 

Eaton Vance Management

Two International Place

Boston, MA  02110

(617) 482-8260

www.eatonvance.com

July 2, 2015

Eaton Vance Growth Trust

Two International Place

Boston, MA  02110

Ladies and Gentlemen:

Eaton Vance Growth 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 May 25, 1989, as amended (the “Declaration of Trust”).  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.

This opinion is furnished in connection with the registration by the Trust of Class A, Class C, and Class I shares (the “Shares”) of Eaton Vance Atlanta Capital SMID-Cap Fund, a separate series of the Trust, to be issued pursuant to an Agreement and Plan of Reorganization (the “Agreement”), the form of which will be filed as part of a registration statement on Form N-14 filed on July 2, 2015 (the “Registration Statement”).

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 am a member of the Massachusetts bar and have acted as internal legal counsel to the Trust in connection with the registration of the Shares and the preparation of the Registration Statement.  I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as I 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.

All legal requirements have been complied with in the creation of the Trust, and the Declaration of Trust is legal and valid.

Eaton Vance Growth Trust

July 2, 2015

Page 2

2.

The Shares, as issued and consideration therefore paid in accordance with the Agreement, will be legally issued, fully paid and nonassessable by the Trust.  In this regard, however, I note that the Trust is a Massachusetts business trust and, under certain circumstances, shareholders of a Massachusetts business trust could be held personally liable for the obligations of the Trust.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ Katy Burke

Katy Burke, Esq.

Vice President