Simpson Thacher & Bartlett



                                                                   April 2, 2001


Cohen & Steers Total Return Realty Fund, Inc.
757 Third Avenue
New York, New York 10017

Ladies and Gentlemen:
                  We have acted as counsel to Cohen & Steers Total Return Realty
Fund, Inc., a Maryland corporation (the "Company"), in connection with an
Agreement and Plan of Reorganization (the "Agreement"), dated as of March 30,
2001, between the Company and Cohen & Steers Realty Income Fund, Inc. ("Realty
Income Fund"), a Maryland corporation, pursuant to which the Company will
acquire all of the assets and liabilities of Realty Income Fund in exchange for
shares of common stock, $.001 par value, of the Company (the "Shares") and cash
in lieu of any fractional Shares, which will then be distributed to the holders
of common stock, $.01 par value, of Realty Income Fund

                  We have examined the combined prospectus/proxy statement
contained in the Company's Registration Statement on Form N-14, with respect to
the Agreement (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"), substantially in the form in which it is to
become effective. 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.

                  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 upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that when (i) the Agreement
has been duly approved by the stockholders of the Company in accordance with the
listing rules of the New York Stock Exchange, (ii) appropriate Articles of
Transfer with respect to the reorganization contemplated in the Agreement have
been accepted for record by the Maryland State Department of Assessments and
Taxation, and (iii) the Shares have been issued pursuant to the Agreement and
the Articles of Transfer and in the manner described in the Registration
Statement, the Shares will be validly issued shares, fully paid and
nonassessable, under the laws of the State of Maryland.

                  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 law of the State of
Maryland.

                  We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.

                                            Very truly yours,



                                            SIMPSON THACHER & BARTLETT