<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>8
<FILENAME>ex99-2l1.txt
<DESCRIPTION>EXHIBIT 99.2(L)(I)
<TEXT>

<PAGE>


                   [LETTERHEAD OF SIMPSON THACHER & BARTLETT]


                                                           March 28, 2002


Cohen & Steers Quality Income Realty Fund, Inc.
757 Third Avenue
New York, New York 10017


Dear Ladies and Gentlemen:

         We have acted as counsel to Cohen & Steers Quality Income Realty Fund,
Inc., a closed-end management investment company organized as a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form N-2, File Nos. 333-82436 and 811-10481, (the "Registration Statement"),
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the issuance of 2,800 shares of Series T taxable auction market preferred
stock, 2,800 shares of Series TH taxable auction market preferred stock, 2,800
shares of Series F taxable auction market preferred stock and 2,800 shares of
Series W taxable auction market preferred stock, each par value $.001 per share,
with a liquidation preference of $25,000 per share (collectively, the "Shares"),
in connection with the offering described in the Registration Statement.

We have examined the Registration Statement and a specimen share
certificate which has been filed with the Commission as an exhibit to the
Registration Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further







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                                                                               2

investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.

         Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that when the Pricing Committee
of the Board of Directors has determined certain of the terms, rights and
preferences of the Shares pursuant to authority delegated to it by the Board of
Directors, and the Articles Supplementary have been filed with the Maryland
State Department of Assessments and Taxation, the Shares to be offered for sale
pursuant to the Prospectus will have been duly authorized and, when thereafter,
sold, issued and paid for in accordance with the applicable definitive
underwriting agreement approved by the Board of Directors, will have been
validly and legally issued and will be fully paid and nonassessable.

         Insofar as the opinions expressed herein relate to or are dependent
upon matters governed by the laws of the State of Maryland, we have relied upon
the opinion of Venable, Baetjer and Howard, LLP dated the date hereof.








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                                                                               3

         We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and to the extent set forth herein, the Maryland General Corporation
Law.

         We hereby consent to the filing of this opinion letter as Exhibit
2(l)(i) to the Registration Statement and to the use of our name under the
caption "Legal Opinions" in the Prospectus included in the Registration
Statement.


                                       Very truly yours,

                                       /s/ Simpson Thacher & Bartlett

                                       SIMPSON THACHER & BARTLETT





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