<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>10
<FILENAME>rft63006_ex99l.txt
<DESCRIPTION>OPINION AND CONSENT OF VENABLE LLP DRAFT
<TEXT>




                                   EXHIBIT (L)

                       OPINION AND CONSENT OF VENABLE LLP




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                           [LETTERHEAD OF VENABLE LLP]






                               October 8, 2003

Royce Focus Trust, Inc.
1414 Avenue of the Americas
New York, New York  10019

            Re:  Registration Statement on Form N-2:
                 1933 Act File No.: 333-107928
                 1940 Act File No.: 811-05397
                 -----------------------------------

Ladies and Gentlemen:

            We have served as special Maryland counsel to Royce Focus Trust,
Inc., a Maryland corporation registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment company
(the "Company"), in connection with certain matters of Maryland law arising out
of the registration of 1,000,000 shares (the "Preferred Shares") of a new
series of Cumulative Preferred Stock, $.001 par value per share, of the Company
to be issued in an underwritten public offering, covered by the above-referenced
Registration Statement (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), and the 1940 Act. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings assigned
to them in the Registration Statement.

            In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

            1.   The Registration Statement, and all amendments thereto relating
to the Preferred Shares, substantially in the form transmitted to the Commission
under the 1933 Act and the 1940 Act;

            2.   The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");

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Royce Focus Trust, Inc.
October 8, 2003
Page 2


            3.   The form of Articles Supplementary relating to the Preferred
Shares, substantially in the form to be filed by the Company with the SDAT (the
"Articles Supplementary"), certified as of the date hereof by an officer of the
Company;

            4.   The Bylaws of the Company (the "Bylaws"), certified as of the
date hereof by an officer of the Company;

            5.   A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;

            6.   Resolutions adopted by the Board of Directors of the Company
(the "Resolutions") relating to the classification and designation of the
Preferred Shares and the authorization of the sale and issuance of the Preferred
Shares, certified as of the date hereof by an officer of the Company;

            7.   A certificate executed by an officer of the Company, dated as
of the date hereof; and

            8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

            In expressing the opinion set forth below, we have assumed the
following:

            1.   Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do so.

            2.   Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.

            3.   Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding.

            4.   All Documents submitted to us as originals are authentic. The
form and content of all Documents submitted to us as unexecuted drafts do
not differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. All Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or

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Royce Focus Trust, Inc.
October 8, 2003
Page 3


relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to any
of the Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.

            5.   Prior to the issuance of the Preferred Shares, a pricing
committee of the Board of Directors will determine certain terms of issuance of
such Preferred Shares, and the Articles Supplementary will be filed with, and
accepted for record by, the SDAT (the "Corporate Proceedings").

            Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

            1.   The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.

            2.   The issuance of the Preferred Shares has been duly authorized
and (assuming that, upon any issuance of the Preferred Shares, the total number
of Preferred Shares issued and outstanding will not exceed the total number of
Preferred Shares that the Company is then authorized to issue under the
Charter), when and if delivered against payment therefor in accordance with the
Resolutions and the Corporate Proceedings, the Preferred Shares will be validly
issued, fully paid and nonassessable.

            The  foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any other
law. We express no opinion as to compliance with federal or state securities
laws, including the securities laws of the State of Maryland, or the 1940 Act.

            The opinion expressed herein is limited to the matters specifically
set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

            This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent. We hereby consent
to the filing of this opinion as an exhibit to the Registration

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Royce Focus Trust, Inc.
October 8, 2003
Page 4


Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.

                                              Very truly yours,

                                              /s/ Venable LLP


29350/191533

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