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<TYPE>EX-99.2L
<SEQUENCE>9
<FILENAME>ex99-2l2.txt
<DESCRIPTION>EXHIBIT 2(L)(II)
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                [LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP]


                                 March 28, 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 "Fund"), in
connection with its offering of 2,800 shares of preferred stock designated
"Taxable Auction Market Preferred Shares, Series T," 2,800 shares of preferred
stock designated "Taxable Auction Market Preferred Shares, Series TH," 2,800
shares of preferred stock designated "Taxable Auction Market Preferred Shares,
Series F," and 2,800 shares of preferred stock designated "Taxable Auction
Market Preferred Shares, Series W, each with a par value of $0.001 and a
liquidation preference of $25,000 (collectively, the "Shares").

                  As special Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the prospectus (the "Prospectus")
included in its Registration Statement on Form N-2 with respect to the Shares
(Securities Act Registration File No. 333-82436, Investment Company Act File No.
811-10481) (the "Registration Statement"), substantially in the form in which it
is to become effective. We are also familiar with the form of Articles
Supplementary relating to the Shares (the "Articles Supplementary") that has
been filed as an exhibit to the Registration Statement. We have further examined
and relied on a certificate of the Maryland State Department of Assessments and
Taxation ("SDAT") to the effect that the Fund 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 other corporate
records of the Fund and 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, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies.



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


                  Based on such examination, 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
SDAT, 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.

                  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
Fund 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 our firm under the heading "Legal Opinions" in the Prospectus.
We do not thereby admit that we are "experts" within the meaning of the
Securities Act of 1933 and the rules and regulations thereunder. This opinion
may not be relied on for any other purpose or by any other person without our
prior written consent.


                                        Very truly yours,

                                        /s/ Venable, Baetjer and Howard, LLP
                                        ------------------------------------
                                        Venable, Baetjer and Howard, LLP







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