[Letterhead of Simpson Thacher & Bartlett LLP]



                                          April 6, 2004


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. 333-113018 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 3,560 shares of Series TH28 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 form of the 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.









Cohen & Steers REIT and Preferred
Income Fund, Inc.                     - 2 -                        April 6, 2004


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 of the Company (the "Board") has
determined certain of the terms, rights and preferences of the Shares pursuant
to authority delegated to it by the Board and the Articles Supplementary
relating to the Shares 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, 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 law of the State of Maryland, we have relied upon the
opinion of Venable LLP dated the date hereof.

         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.









Cohen & Steers REIT and Preferred
Income Fund, Inc.                     - 3 -                        April 6, 2004


         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,


                                         /s/ Simpson Thacher & Bartlett LLP
                                         ----------------------------------
                                         SIMPSON THACHER & BARTLETT LLP