Exhibit 8.2




                                                      Sao Paulo, April 25, 2005.

Gol Linhas Aereas Inteligentes S.A.
Rua Tamoios 246
Sao Paulo, SP
Brazil

Ladies and Gentlemen:

1.    We have acted as Brazilian counsel to Gol Linhas Aereas Inteligentes S.A.
      (the "Company"), a corporation organized under the laws of Brazil, in
      connection with the Registration Statement on Form F-1 (No. 333-123625)
      filed by the Company with the U.S. Securities and Exchange Commission on
      March 24, 2005 (as amended, the "Registration Statement"), relating to the
      offer and sale of American depositary shares, each representing two (2)
      preferred shares of the Company, without par value.

2.    We confirm that we have reviewed the information in the prospectus
      included in the Registration Statement under the caption "Taxation -
      Brazilian Tax Considerations" and that, in our opinion, the statements of
      law included therein, insofar as they relate to the Brazilian tax
      consequences currently applicable to non-Brazilian holders, address the
      material tax consequences of the ownership and disposition of the
      preferred shares and the American depositary shares. In rendering this
      opinion, we expressly incorporate in this opinion the statements set forth
      under the caption "Taxation - Brazilian Tax Considerations" in the
      prospectus included in the Registration Statement, including the
      limitations on the matters covered by that section set forth therein. Our
      opinion expressed in this paragraph is limited to the federal laws of
      Brazil and is based upon existing provisions of federal laws and
      regulations, the regulations of the Federal Revenue Department
      (Departamento da Receita Federal) thereunder and administrative and
      judicial interpretations thereof, including existing interpretations
      thereof of the Federal Revenue Department, the Federal Attorney for
      Revenues (Procuradoria-Geral da Fazenda) as of the date hereof, all of
      which are subject to subsequent, different interpretations and
      applications with effect from the date of effectiveness of the underlying
      laws and regulations.

3.    We are furnishing this opinion letter to you in connection with the filing
      of the Registration Statement. This opinion is limited to the matters
      expressly stated herein and does not extend to, and is not to be read as
      extended by implication to, any other matter in connection with the
      Registration Statement or the transactions or documents referred to
      therein.

4.    We hereby consent to the use of this opinion as an Exhibit to the
      Registration Statement and to the use of our name in the Registration
      Statement. In giving this consent, we do not

      thereby concede that we are within the category of persons whose consent
      is required by the Act or the General Rules and Regulations promulgated
      thereunder.

5.    This opinion will be governed by and construed in accordance with the laws
      of Brazil in effect on the date hereof.


                                Yours faithfully,

                 MATTOS FILHO, VEIGA FILHO, MARREY JR. E QUIROGA
                                    ADVOGADOS



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