EXHIBIT (l)(i)
OPINION AND CONSENT OF WILLKIE FARR & GALLAGHER

[ON THE LETTERHEAD OF WILLKIE FARR & GALLAGHER]

November 20, 2002

Boulder Growth & Income Fund, Inc.
1680 38th Street, Suite 800
Boulder, Colorado 80301

Ladies and Gentlemen:

We have acted as counsel to Boulder Growth & Income Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, in connection
with the issuance of up to 5,663,892 shares (the "Shares") of its common stock,
par value $.01 per share (the "Common Stock"), pursuant to the exercise of
rights (the "Rights") to purchase Common Stock to be distributed to the
shareholders of the Fund (the "Offer") in accordance with the Fund's
Registration Statement on Form N-2 under the Securities Act of 1933, as amended
(File 333-100634), and under the Investment Company Act of 1940, as amended
(File No. 811-7390) (the "Registration Statement").

We have examined copies of the Charter and By-Laws of the Fund, as amended or
supplemented as of the date hereof, the Registration Statement, resolutions
adopted by the Fund's Board of Directors and other records and documents that we
have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied upon statements and
certificates of officers and representatives of the Fund and others. As to
matters governed by the laws of Maryland, we have relied upon the opinion of
Messrs. Venable, Baetjer and Howard, LLP that is attached to this opinion.

Based upon the foregoing, we are of the opinion that the Shares of Common Stock
to be issued upon exercise of the Rights have been duly authorized and that
when the Shares have sold, issued and paid for as contemplated by the
Prospectus, the Shares will be validly and legally issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus included as part of 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.

Very truly yours,


/s/ Willkie Farr & Gallagher