Kirkpatrick & Lockhart LLP
                                 75 State Street
                        Boston, Massachusetts 02109-1808


                                                 June 24, 2004

Mark P. Goshko
617.261-3163
mgoshko@kl.com

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 ("Fund"), of 100,000 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 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