<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>7
<FILENAME>ex99-2lii.txt
<DESCRIPTION>EXHIBIT 99.2L(II)
<TEXT>



<PAGE>



                                February 25, 2002


Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York  10017-3909

            Re: Cohen & Steers Quality Income Realty Fund, Inc.
                -----------------------------------------------

Ladies and Gentlemen:

                  We have acted as special Maryland counsel for Cohen & Steers
Quality Income Realty Fund, Inc., a Maryland corporation (the "Company"), in
connection with the organization of the Company and the issuance of shares of
its Common Stock, par value $.001 per share (the "Shares").

                  As special Maryland counsel for the Company, we are familiar
with its Charter and Bylaws. We have examined the prospectus included in its
Registration Statement on Form N-2, File No. 333-68150 (the "Registration
Statement"), substantially in the form in which it is to become effective (the
"Prospectus"). We have further examined and relied on a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Company is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact business in the
State of Maryland.

                  We have also examined and relied on such corporate records of
the Company and other documents and certificates with respect to factual matters
as we have deemed necessary to render the opinion expressed herein. We have
assumed, without independent verification, the genuineness of all signatures on
documents submitted to us for examination, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies.

                  Based on such examination, we are of the opinion that:




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Simpson Thacher & Bartlett
February 25, 2002
Page 2



                  1.       The Company is duly organized and validly existing as
                           a corporation in good standing under the laws of the
                           State of Maryland.

                  2.       When the Board of Directors of the Company has taken
                           all necessary corporate action to authorize and
                           approve the issuance of the Shares and upon payment
                           and delivery in accordance with the applicable
                           definitive underwriting agreement approved by the
                           Board of Directors of the Company, the Shares will be
                           validly issued, fully paid and nonassessable.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as due organization and the
authorization and issuance of stock. It does not extend to the securities or
"Blue Sky" laws of Maryland, to federal securities laws or to other laws.

                  You may rely on this opinion in rendering your opinion to the
Company that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us in the Prospectus under the caption
"Validity Of The Shares." We do not thereby admit that we are "experts" within
the meaning of the Securities Act of 1933 and the regulations thereunder. This
opinion may not be relied on by any other person or for any other purpose
without our prior written consent.


                                       Very truly yours,

                                       /s/ Venable, Baetjer and Howard, LLP





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