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I've heard some people complain about it, but basically all it is is a big collection of all their hotfixes, an on by default firewall, and few other minor things. Some people get annoyed because their p2p software doesn't work anymore (they are just used to being wide open target)
Personally, I think sp2 is not necessary if you are vigilant about keeping your system up to date, and are smart about internet security (i.e, not connecting broadband directly to you computer with no hardware/software firewall)
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