<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>3
<FILENAME>b48380evexv99wxly.txt
<DESCRIPTION>OPINION AND CONSENT OF KIRPATRICK & LOCKHART LLP
<TEXT>
<PAGE>
                                                                     Exhibit (l)

                            (EATON VANCE LETTERHEAD)


November 20, 2003



Eaton Vance Senior Floating-Rate Trust
255 State Street
Boston, MA 02109

Dear Sirs:

      This opinion is furnished in connection with the registration by Eaton
Vance Senior Floating-Rate Trust, a business trust organized under the laws
of the Commonwealth of Massachusetts ("Fund"), of 30,000,000 of shares of
beneficial interest, per 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. 333-108010), 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 LLP

                                    Kirkpatrick & Lockhart LLP




</TEXT>
</DOCUMENT>
