EXHIBIT (L)

                       [KIRKPATRICK & LOCKHART LETTERHEAD]

                                                                   June 22, 2004

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

Dear Sirs:

This opinion is furnished in connection with the registration by Eaton Vance
Floating-Rate Income Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts ("Trust"), of 39,000,000 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.
333-115087), 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 Trust, 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 Trust, the By-Laws of the Trust, 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 Trust.

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