Exhibit 5.1 to Form S-3 Registration Statement RANDALL & DANSKIN, P.S. 1500 Seafirst Financial Center West 601 Riverside Avenue Spokane, Washington 99201 Telephone: (509) 747-2052 June 28, 1995 Gold Reserve Corporation 1940 Seafirst Financial Center Spokane, Washington 99201 Re: Gold Reserve Corporation Registration Statement on Form S-3 Our File No. 40078 Gentlemen: We have acted as counsel for Gold Reserve Corporation (the "Company"), a Montana corporation, in connection with the preparation of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Registration Statement"), for the registration of 2,727,979 previously issued shares of the Company's common stock, without par value (the "Common Stock") to be offered and sold by the selling shareholders identified therein. As counsel to the Company, we are familiar with the corporate proceedings taken by the Company to authorize the filing of the Registration Statement. We have examined originals or copies otherwise certified or identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for this opinion. In making such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, we have relied to the extent we deem reasonably appropriate upon the representations and warranties of the Company and upon certificates or representations of corporate officers of the Company. We have also considered those questions of law that we deemed relevant. Gold Reserve Corporation June 28, 1995 Page 2 In rendering this opinion, we call to your attention the fact that we are admitted to practice in the State of Washington and do not purport to be experts in the laws of any jurisdiction other than the laws of such state and the federal laws of the United States. Although we are not admitted to practice in the State of Montana, we are generally familiar with the corporate laws of such state and have relied upon standard compilations of such laws in expressing this opinion. Based upon the foregoing, it is our opinion that all of the shares of Common Stock registered pursuant to the Registration Statement are validly issued, fully paid and non-assessable. We consent to the inclusion of this opinion in the Registration Statement as an exhibit. Very truly yours, RANDALL & DANSKIN, P.S. Douglas Siddoway