[Letterhead of Venable, Baetjer and Howard, LLP]

                                 August 12, 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 Taxable Auction Rate Preferred Shares, each with a par
value of $0.001 and a liquidation preference of $25,000 (collectively, 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. 333-106347, 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, 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






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August 12, 2003
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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,


                                           /s/ Venable, Baetjer and Howard, LLP
                                           -------------------------------------
                                           Venable, Baetjer and Howard, LLP