<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>4
<FILENAME>b55027a2exv99wxly.txt
<DESCRIPTION>OPINION AND CONSENT OF KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
<TEXT>
<PAGE>

                                                                     Exhibit (l)

              [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LETTERHEAD]

June 24, 2005

Eaton Vance Tax-Managed Buy-Write Opportunities Fund
255 State Street
Boston, MA 02109

Dear Sirs:

This opinion is furnished in connection with the registration by Eaton Vance
Tax-Managed Buy-Write Opportunities Fund, a business trust organized under the
laws of the Commonwealth of Massachusetts ("Fund"), of 70,000,000 shares of
beneficial interest, par value of $.01 per share ("Shares"), under the
Securities Act of 1933, as amended, pursuant to a registration statement on Form
N-2 (File No. 333-123770), as amended ("Registration Statement"), in the amounts
set forth under "Amount Being Registered" on the facing page of the Registration
Statement.

As counsel for the Fund, we are familiar with the proceedings taken by it in
connection with the authorization, issuance and sale of the Shares. In addition,
we have examined and are familiar with the Agreement and Declaration of Trust of
the Fund, the By-Laws of the Fund, and such other documents as we have deemed
relevant to the matters referred to in this opinion.

Based upon the foregoing, we are of the opinion that the Shares, upon issuance
and sale in the manner referred to in the Registration Statement, will be
legally issued, fully paid and non-assessable (except as described in the
Registration Statement) shares of beneficial interest of the Fund.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.

                                Very truly yours,

                                /s/ Kirkpatrick & Lockhart Nicholson Graham LLP
                                ----------------------------------------------
                                Kirkpatrick & Lockhart Nicholson Graham LLP
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</DOCUMENT>
