<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>8
<FILENAME>ex2-li.txt
<DESCRIPTION>EXHIBIT (L)(I)
<TEXT>

<PAGE>

                                                              December 3, 2003


Cohen & Steers REIT and Preferred Income Fund, Inc.
757 Third Avenue
New York, New York 10017

Ladies and Gentlemen:

     We have acted as counsel to Cohen & Steers REIT and Preferred Income
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. 333-109861 and 811-21326 (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 2,040 shares of Series T28 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 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 corporate records, agreements, documents
and other instruments and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions hereinafter set forth. As
to questions of fact material to this opinion, we have relied upon certificates
or comparable documents of public officials and of officers and representatives
of the Company.

     In rendering the opinion set forth below, 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,
assumptions 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 relating to the Shares




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Cohen & Steers REIT and Preferred Income Fund, Inc.            December 3, 2003

have been filed with the Maryland State Department of Assessments and Taxation,
the Shares to be offered for sale pursuant to the prospectus included in the
Registration Statement 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 opinion expressed herein relates to or is 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.

     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 law of the State of Maryland.

     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,




                                 SIMPSON THACHER & BARTLETT LLP


                                      2

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