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                                                                     EXHIBIT 8.1

               FORM OF OPINION OF BAKER & MCKENZIE, PALO ALTO


                          [BAKER & MCKENZIE LETTERHEAD]

                                November __, 1998




Gold Reserve Corporation
601 West Riverside Avenue
Suite 1940
Spokane, WA  99201

Ladies and Gentlemen:

This opinion is delivered to you in connection with the Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on November 27,
1998 (the "Registration Statement"), under the Securities Act of 1933, as
amended, by Gold Reserve Corporation, a Montana corporation ("GR-Montana"), and
Gold Reserve, Inc., a newly formed Yukon company ("GR-Canada"), in connection
with the proposed reorganization pursuant to which GR-Canada will become the
parent company of GR-Montana through the merger of a wholly-owned subsidiary of
GR-Canada with and into GR-Montana.

We have examined the Registration Statement and such other documents as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In addition, we have made such other and further investigations as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.

Based on the foregoing, and subject to the qualifications and limitations stated
herein, we hereby advise you that the statements made in the Registration
Statement under the caption "Certain United States Federal Income Tax
Consequences," insofar as they purport to constitute summaries of matters of
United States federal tax law and regulations or legal conclusions with respect
thereto, constitute our opinion of the matters described therein in all
material respects.

The foregoing opinion is based on current provisions of the Internal Revenue
Code of 1986, as amended, the Treasury Regulations promulgated thereunder
(including proposed Treasury Regulations), published pronouncements of the
Internal Revenue Service, and case law, any of which may be changed at any time
with retroactive effect. No opinion is expressed on any matters other than those
specifically referred to herein.

We consent to the filing of this opinion as Exhibit 8.1 to the Registration
Statement and to the use of our name under the caption "Certain United States
Federal Income Tax Consequences."


                                       Very truly yours,

                                       BAKER & MCKENZIE




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