<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>8
<FILENAME>venableopinion.txt
<DESCRIPTION>EXHIBIT 2(L) OPINION OF VENABLE
<TEXT>

                           [LETTERHEAD OF VENABLE LLP]



                                 August 7, 2007

Boulder Growth & Income Fund, Inc.
2344 Spruce Street, Suite A
Boulder, Colorado 80302

                  Re:      Registration Statement on Form N-2
                           (1933 Act File No. 333-142681 and
                           1940 Act File No. 811-02328)

Ladies and Gentlemen:

     We have served as Maryland counsel to Boulder Growth & Income Fund, Inc., a
Maryland  corporation  registered  under the Investment  Company Act of 1940, as
amended (the "1940 Act"),  as a closed-end  management  investment  company (the
"Company"), in connection with the filing by the Company of the above-referenced
Registration   Statement   on  Form  N-2,  and  all   amendments   thereto  (the
"Registration  Statement"),  with the  United  States  Securities  and  Exchange
Commission  under the Securities  Act of 1933, as amended (the "1933 Act"),  and
the 1940 Act, relating to the registration of 3,798,795 shares (the "Shares") of
Common Stock,  $.01 par value per share (the "Common Stock"),  of the Company to
be issued to  stockholders of the Company upon exercise of rights (the "Rights")
distributed to stockholders  of the Company in accordance with the  Registration
Statement.

     In connection with our  representation  of the Company,  and as a basis for
the  opinion  hereinafter  set  forth,  we have  examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (hereinafter collectively referred to as the "Documents"):

     1.  The  Registration  Statement,  including  the form of  Prospectus  (the
"Prospectus") relating to the Rights and the Shares included therein;

     2. The charter of the Company  (the  "Charter"),  certified  as of a recent
date by the State  Department  of  Assessments  and  Taxation of  Maryland  (the
"SDAT");

     3. The Bylaws of the Company, certified as of the date hereof by an officer
of the Company;

     4. A certificate of the SDAT as to the good standing of the Company,  dated
as of a recent date;

     5. Resolutions adopted by the Board of Directors of the Company relating to
the issuance of the Rights and the sale and issuance of the Shares upon exercise
of the Rights (the "Resolutions"), certified as of the date hereof by an officer
of the Company;
<PAGE>

     6. A  certificate  executed by an officer of the  Company,  dated as of the
date hereof; and

     7.  Such  other  documents  and  matters  as we have  deemed  necessary  or
appropriate to express the opinion set forth below,  subject to the assumptions,
limitations and qualifications stated herein.

     In expressing the opinion set forth below, we have assumed the following:

     1. Each  individual  executing any of the  Documents,  whether on behalf of
such individual or any other person, is legally competent to do so.

     2. Each  individual  executing  any of the  Documents  on behalf of a party
(other than the Company) is duly authorized to do so.

     3.  Each of the  parties  (other  than the  Company)  executing  any of the
Documents has duly and validly  executed and delivered  each of the Documents to
which such party is a signatory,  and such party's obligations set forth therein
are legal,  valid and binding and are  enforceable in accordance with all stated
terms.

     4. All Documents  submitted to us as originals are authentic.  The form and
content of all Documents  submitted to us as unexecuted  drafts do not differ in
any respect relevant to this opinion from the form and content of such Documents
as executed  and  delivered.  All  Documents  submitted  to us as  certified  or
photostatic copies conform to the original documents. All signatures on all such
Documents are genuine.  All public  records  reviewed or relied upon by us or on
our behalf are true and complete.  All representations,  warranties,  statements
and information contained in the Documents are true and complete. There has been
no oral or written  modification  of or amendment to any of the  Documents,  and
there has been no waiver of any provision of any of the Documents,  by action or
omission of the parties or otherwise.

     5. Upon any issuance of Shares,  the total number of shares of Common Stock
issued and  outstanding  will not  exceed  the total  number of shares of Common
Stock that the Company is then authorized to issue under the Charter.

     Based upon the foregoing,  and subject to the assumptions,  limitations and
qualifications stated herein, it is our opinion that:
<PAGE>

     1. The Company is a corporation duly incorporated and existing under and by
virtue of the laws of the State of  Maryland  and is in good  standing  with the
SDAT.

     2. The  issuance  of the Shares has been duly  authorized  and,  when sold,
issued and paid for upon exercise of the Rights  pursuant to the Resolutions and
the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

     The foregoing  opinion is limited to the  substantive  laws of the State of
Maryland and we do not express any opinion  herein  concerning any other law. We
express no opinion  as to  compliance  with  federal or state  securities  laws,
including the securities laws of the State of Maryland, or the 1940 Act.

     The opinion  expressed  herein is limited to the matters  specifically  set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law
changes  after  the date  hereof or if we  become  aware of any fact that  might
change the opinion expressed herein after the date hereof.

     This  opinion  is being  furnished  to you  solely  for  submission  to the
Commission as an exhibit to the Registration Statement. We hereby consent to the
filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                    Very truly yours,






</TEXT>
</DOCUMENT>
