<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit-l.txt
<DESCRIPTION>EXHIBIT (L) - OPINION AND CONSENT
<TEXT>



                                                                   Exhibit (l)

                              [SASM&F Letterhead]

                                October 8, 2004




The Gabelli Dividend & Income Trust
One Corporate Center
Rye, New York 10580-1422

                    Re:    The Gabelli Dividend & Income Trust
                           Registration Statement on Form N-2
                           ----------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to The Gabelli Dividend & Income
Trust, a statutory trust created under the Delaware Statutory Trust Act (the
"Trust"), in connection with the initial public offering by the Trust of up to
800,000 shares of the Trust's Auction Market Preferred Shares (the "Shares"),
par value $0.001 per share.

         This opinion is being furnished in accordance with the requirements
of Item 24 of the Form N-2 Registration Statement under the Securities Act of
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act").

         In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Notification of Registration of the Trust as an investment company
under the 1940 Act, on Form N-8A, dated August 29, 2003, as filed with the
Securities and Exchange Commission (the "Commission"); (ii) the Registration
Statement of the Trust relating to the Shares on Form N-2 (File Nos.
333-113708 and 811-21423), as filed with the Commission on March 18, 2004
under the 1933 Act and the 1940 Act, Pre-Effective Amendment No. 1 thereto, as
filed with the Commission on June 8 and Pre-Effective Amendment No. 2 thereto,
as filed with the Commission on October 5, 2004, under the 1933 Act (such
Registration Statement, as so amended and proposed to be amended, being
hereinafter referred to as the "Registration Statement"); (iii) the
Registration Statement of the Trust relating to the Shares on Form N-2 as
filed with the Commission on October 8, 2004 deemed effective automatically
upon filing pursuant to Rule 462(b) under the 1933 Act (such Registration
Statement being hereinafter referred to as the "Supplemental Registration
Statement"); (iv) the form of the Purchase Agreement (the "Purchase
Agreement") entered into between the Trust, as issuer, Gabelli Funds, LLC, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the
initial purchasers named therein (the "Initial Purchasers"), filed as an
exhibit to the Registration Statement; (v) specimen certificates representing
the Shares; (vi) the Certificate of Trust, as certified by the Secretary of
State of Delaware, and the Amended and Restated Agreement and Declaration of
Trust of the Trust, dated as of November 25, 2003, as currently in effect (the
"Agreement and Declaration of Trust"); (vii) the Statement of Preferences
setting forth the rights, powers, terms and preferences of the Shares; (viii)
the By-Laws of the Trust, as currently in effect; and (ix) certain resolutions
of the Board of Trustees of the Trust relating to the creation, issuance and
sale of the Shares and related matters. We also have examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Trust and such agreements, certificates of public officials,
certificates of officers or other representatives of the Trust and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination of
executed documents, we have assumed that the parties thereto, other than the
Trust, had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
such parties of such documents and the validity and binding effect thereof on
such parties. In rendering the opinion set forth below, we have assumed that
the share certificates representing the Shares will conform to the specimen
examined by us and will have been manually signed by an authorized officer of
the transfer agent and registrar for the Shares and registered by such
transfer agent and registrar. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Trust and others.

         Members of our firm are admitted to the bar in the State of Delaware
and we do not express any opinion as to the laws of any jurisdiction other
than the Delaware Statutory Trust Act.

         Based upon and subject to the foregoing, we are of the opinion that
when (i) the Supplemental Registration Statement becomes effective; (ii)
certificates representing the Shares in the form of the specimen certificate
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Shares and registered by such transfer
agent and registrar; and (iii) the Shares have been delivered to and paid for
by the Initial Purchasers at a price per share not less than the per share par
value of the Shares as contemplated by the Purchase Agreement, the issuance
and sale of the Shares will have been duly authorized, and the Shares will be
validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Supplemental Registration Statement. We also consent to
the reference to our firm under the caption "Legal Opinions" in the
Supplemental Registration Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Commission.

                                   Very truly yours,


                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP


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