<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>4
<FILENAME>ex2li.txt
<DESCRIPTION>EXHIBIT 2(L)(I)
<TEXT>

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                 [Letterhead of Simpson Thacher & Bartlett LLP]

                                                               September 9, 2003

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

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. 333-107120 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 by the Company of 2,400 shares of Series M28 taxable
auction market preferred stock, par value $.001 per share, with a liquidation
preference of $25,000 per share (the "Shares"), in connection with the
offering described in the Registration Statement.

                  We have examined the Registration Statement and 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 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.




<PAGE>



Cohen & Sters Quality                 -2-                     September 9, 2003
  Income Realty Fund, Inc.

                  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 upon 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 LLP dated the date hereof.




<PAGE>



Cohen & Sters Quality                 -3-                     September 9, 2003
  Income Realty Fund, Inc.

                  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 (including the statutory provisions, all applicable provisions
of the Maryland Constitution and reported judicial decisions interpreting the
foregoing).

                  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 LLP
                                         ----------------------------------

                                         SIMPSON THACHER & BARTLETT LLP





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