<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>9
<FILENAME>ex2-lii.txt
<DESCRIPTION>EXHIBIT (L)(II)
<TEXT>
<PAGE>

                                December 3, 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 "Fund"), in connection
with its offering of 2,040 shares of preferred stock designated "Series T28
Taxable Auction Market Preferred Shares," each with a par value of $0.001
and a liquidation preference of $25,000 (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. 333-109861, Investment Company Act File No. 811-21326)
(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.

     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,





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Simpson Thacher & Bartlett LLP
December 3, 2003
Page 2

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 (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 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,

                                                     Venable LLP


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