The Cornerstone Total Return Fund Inc. – Plans of Reorganization, Merger, Acquisition or Similar Watch

from N-2/A 1 page Consent of Independent Registered Public Accounting Firm

from N-2/A 2 pages We Have Acted as Counsel to Cornerstone Total Return Fund, Inc. (The “Fund”), a New York Corporation, in Connection With the Registration Statement on Form N-2 Filed With the Securities and Exchange Commission on October 17, 2012, as Amended by Pre-Effective Amendment No. 1 on Form N-2/a Filed on the Date Hereof (As Amended, the “Registration Statement”). the Registration Statement Covers Shares of Common Stock With a Par Value of $0.01 Per Share (The “Shares”) to Be Issued Pursuant to the Exercise of Rights (The “Rights”) to Be Issued to the Stockholders of Record of Outstanding Shares of Common Stock of the Fund as of the Close of Business on November 26, 2012. the Rights Entitle Such Stockholders to Purchase One Share of the Fund for Every Three Rights Held. for Purposes of Rendering This Opinion, Our Examination of Documents Has Been Limited to the Examination of Executed or Conformed Counterparts, or Copies Otherwise Proved to Our Satisfaction, of the Following Documents: A) the Registration Statement; B) the Amended and Restated Certificate of Incorporation, as Amended, of the Fund as Incorporated by Reference to the Registration Statement; and C) By-Laws, as Amended, of the Fund as Incorporated by Reference to the Registration Statement

from N-2/A 2 pages Plan of reorganization, merger, acquisition or similar

from N-2/A 4 pages Power of Attorney /S/ Scott Rogers Scott Rogers, Director Power of Attorney

from N-2 1 page Consent of Independent Registered Public Accounting Firm

from N-2/A 1 page Consent of Independent Registered Public Accounting Firm

from N-2/A 2 pages We Have Acted as Counsel to Cornerstone Total Return Fund, Inc. (The “Fund”), a New York Corporation, in Connection With the Registration Statement on Form N-2 Filed With the Securities and Exchange Commission on June 28, 2011, as Amended by Pre-Effective Amendment No. 1 on Form N-2/a Filed on the Date Hereof (The “Registration Statement”). the Registration Statement Covers Shares of Common Stock With a Par Value of $0.01 Per Share (The “Shares”) to Be Issued Pursuant to the Exercise of Rights (The “Rights”) to Be Issued to the Stockholders of Record of Outstanding Shares of Common Stock of the Fund. the Rights Entitle Such Stockholders to Purchase One Share of the Fund for Every Three Rights Held. for Purposes of Rendering This Opinion, Our Examination of Documents Has Been Limited to the Examination of Executed or Conformed Counterparts, or Copies Otherwise Proved to Our Satisfaction, of the Following Documents: A) the Registration Statement; B) the Amended and Restated Certificate of Incorporation, as Amended, of the Fund as Incorporated by Reference to the Registration Statement; and C) By-Laws, as Amended, of the Fund as Incorporated by Reference to the Registration Statement

from N-2 10 pages Cornerstone Strategic Value Fund, Inc. Cornerstone Total Return Fund, Inc. Cornerstone Progressive Return Fund Code of Ethics

from N-2 1 page Consent of Independent Registered Public Accounting Firm

from N-2 30 pages Custody Agreement

from N-2 2 pages Plan of reorganization, merger, acquisition or similar

from N-2/A 1 page Consent of Independent Registered Public Accounting Firm

from N-2/A 2 pages We Have Acted as Counsel to Cornerstone Total Return Fund, Inc. (The “Fund”), a New York Corporation, in Connection With the Registration Statement on Form N-2 Filed With the Securities and Exchange Commission on August 19, 2010, as Amended on October 26, 2010 (As Amended, the “Registration Statement”). the Registration Statement Covers Shares of Common Stock With a Par Value of $0.01 Per Share (The “Shares”) to Be Issued Pursuant to the Exercise of Rights (The “Rights”) to Be Issued to the Stockholders of Record of Outstanding Shares of Common Stock of the Fund as of the Close of Business on November 1, 2010. the Rights Entitle Such Stockholders to Purchase One Share of the Fund for Every Three Rights Held. for Purposes of Rendering This Opinion, Our Examination of Documents Has Been Limited to the Examination of Executed or Conformed Counterparts, or Copies Otherwise Proved to Our Satisfaction, of the Following Documents: A) the Registration Statement; B) the Amended and Restated Articles of Incorporation, as Amended, of the Fund as Incorporated by Reference to the Registration Statement; and C) By-Laws, as Amended, of the Fund as Incorporated by Reference to the Registration Statement

from N-2/A 6 pages Cornerstone Total Return Fund, Inc. Notice of Guaranteed Delivery for [•] Rights for [•] Shares of Common Stock

from N-2/A 2 pages Form of Non-Transferable Subscription Rights Certificate

from N-2 23 pages Code of Ethics of the Adviser

from N-2 1 page Consent of Independent Registered Public Accounting Firm

from N-2 10 pages Fund Accounting Agreement

from N-2 10 pages Administration Agreement

from N-2 5 pages Amendment to Transfer Agent Servicing Agreement Between the Fund and American Stock Transfer and Trust Company, LLC