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