April 2, 2001

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3909

               Re: Cohen & Steers Total Return Realty Fund, Inc.

Ladies and Gentlemen:

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

         We have examined the combined prospectus/proxy statement contained in
RFI's Registration Statement on Form N-14, Securities Act File No. 333-56510,
with respect to the Agreement (the "Registration Statement"), substantially in
the form in which it is to become effective, RFI's Charter and Bylaws, and the
Agreement. We have also examined and relied on a certificate of the Maryland
State Department of Assessments and Taxation ("SDAT") to the effect that RFI 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
RFI, including a certificate of an appropriate officer of RFI with respect to
RFI Board actions and certain other matters, and such other documents as we have
deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures on documents
that we have reviewed, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as
copies.

         We have also assumed that the terms of the Agreement are fair and
reasonable to RFI.





Simpson & Thacher
April 2, 2001
Page 2

         Based on the foregoing and subject to the qualifications set forth
below we are of the opinion that:

         1. RFI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland.

         2. When (i) the Agreement has been duly approved by the stockholders of
RFI 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 SDAT, and (iii) the RFI Shares
have been issued pursuant to the Agreement and the Articles of Transfer and in
the manner described in the Registration Statement, the RFI Shares will be
validly issued shares, fully paid and nonassessable, under the laws of the State
of Maryland.

         This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as the authorization and issuance of
stock, and does not extend to the securities or 'blue sky' laws of Maryland, to
federal securities laws or to other laws.

         You may rely on our foregoing opinion in rendering your opinion to RFI
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 us under 'Legal Matters' in the Registration Statement. We do
not thereby admit that we are 'experts' as that term is used in the Securities
Act of 1933, as amended, and the regulations thereunder. This opinion may not be
relied on by any other person or for any other purpose without our prior written
consent.

                                          Very truly yours,

                                          /s/ Venable, Baetjer and Howard, LLP