<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>6
<FILENAME>ex99-2lii.txt
<DESCRIPTION>EXHIBIT 2(L)(II)
<TEXT>

<PAGE>


                                  June 20, 2003

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

         Re: Cohen & Steers REIT and Preferred Income Fund, Inc.

Ladies and Gentlemen:

         We have acted as special Maryland counsel for Cohen & Steers REIT and
Preferred Income 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. 333-104047 (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.







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Simpson Thacher & Bartlett LLP
June 20, 2003
Page 2


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

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






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