[Simpson Thacher & Bartlett]

                                                         May 31, 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 closed-end management investment company organized as 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 closed-end management investment company organized as 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 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 (i) the Registration Statement on Form N-14 (File
No. 333-56510) filed by the Company under the Securities Act of 1933, as amended
(the "Act") and the Investment Company Act of 1940, as it became effective under
the Act (the "Registration Statement") (ii) the Registration Statement on Form
N-14 filed by the Company pursuant to Rule 462(b) under the rules and
regulations of the Securities and Exchange Commission on Form N-14 (the "Rule
462(b) Registration Statement" and together with the Registration Statement,
the "Registration Statements") under the Act, (which, pursuant to Rule
462 thereof, incorporates by reference the Registration Statement)
relating to 150,000 shares of common stock, $.001 par value, of the Company,
(the "Shares") with respect to the Agreement. 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.






Exhibit 5 Opinion
Counsel to the Issuer
Common or Preferred Stock--Primary Offering
Page 2



         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 the Shares have been
issued pursuant to the Agreement and the Articles of Transfer and in the manner
described in the Registration Statements, 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 an exhibit to
the Registration Statements 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