June 20, 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. 333-104047 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") and the
Investment Company Act of 1940, as amended, relating to the issuance by the
Company of shares of its Common Stock, par value $.001 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 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.







Cohen & Steers REIT and Preferred Income
Fund, Inc.                            - 2 -                        June 20, 2003

     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 on the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that 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.

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







Cohen & Steers REIT and Preferred Income
Fund, Inc.                            - 3 -                        June 20, 2003

     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
"Validity of the Shares" in the Prospectus included in the Registration
Statement.

                                          Very truly yours,



                                          /s/ SIMPSON THACHER & BARTLETT LLP
                                          SIMPSON THACHER & BARTLETT LLP