<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>7
<FILENAME>opinion.txt
<DESCRIPTION>K&L OPINION & CONSENT OF COUNSEL
<TEXT>
Kirkpatrick & Lockhart LLP                                75 State Street
                                                          Boston, MA 02109-1808
                                                          617.261.3100
                                                          www.kl.com

                                 August 12, 2003



Liberty All-Star Growth Fund, Inc.
One Financial Center
Boston, Massachusetts 02111-2621



Ladies and Gentlemen:

         We have acted as counsel to Liberty All-Star Growth Fund, Inc.
("Fund"), a Maryland corporation, in connection with the issuance of up to
3,305,214 shares (the "Shares") of the Fund's common stock, par value $0.10 per
share, pursuant to the exercise of rights (the "Rights") to purchase common
stock to be distributed to the Fund's shareholders in accordance with the Fund's
registration statement on Form N-2 (File Nos. 333-106675 and 811-4537) filed on
June 30, 2003 and amended on August 12, 2003 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act").

         You have requested our opinion as to the matters set forth below in
connection with the filing of the Registration Statement. For purposes of
rendering that opinion, we have examined the Registration Statement, the Fund's
Charter and Bylaws and the corporate action of the Fund that provides for the
issuance of the Shares, and we have made such other investigation as we have
deemed appropriate. We have further examined and relied upon certificates of
public officials as to certain matters of fact that are material to our opinion.

         Our opinion, as set forth herein, is based on the facts in existence
and the laws in effect on the date hereof and is limited to the federal laws of
the United States of America and the laws of the State of Maryland that, in our
experience, generally are applicable to the issuance of shares by entities such
as the Fund. We express no opinion with respect to any other laws.

         Based upon and subject to the foregoing, we are of the opinion that:


          1.  The Shares have been duly authorized for issuance by the Fund; and

          2.  When issued and paid for upon the terms provided in the
              Registration Statement, the Shares will be validly issued, fully
              paid and nonassessable.

     This  opinion  is  rendered  solely in  connection  with the  filing of the
Registration Statement. We hereby consent to the filing of this opinion with the
SEC as an exhibit to the  Registration  Statement,  and to the references to our
firm in the prospectus and statement of additional
<PAGE>


Kirkpatrick & Lockhart LLP

Liberty All-Star Growth Fund, Inc.
August 12, 2003
Page 2


information  that are  being  filed as part of the  Registration  Statement.  In
giving our  consent,  we do not  thereby  admit that we are in the  category  of
persons whose  consent is required  under Section 7 of the 1933 Act or the rules
and  regulations of the SEC thereunder.  Heidi A. Hoefler,  counsel to the Fund,
may also rely on this  opinion in  delivering  her opinion to the New York Stock
Exchange in connection  with the listing of the Shares.  This opinion may not be
relied on by any other person or for any other purpose without our prior written
consent.



                                Very truly yours,


                                /s/ Kirkpatrick & Lockhart LLP
                                --------------------------------
                                    Kirkpatrick & Lockhart LLP



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