EXHIBIT 5.1


                          Opinion of Phillips Nizer LLP

                               PHILLIPS NIZER LLP
                          666 FIFTH AVENUE, SUITE 2800
                               NEW YORK, NY 10103
                               Tel: (212) 997-9700
                               Fax: (212) 262-5152

                                                                    July 5, 2006

Golden River Ressources Corporation
Level 8, 580 St Kilda Road
Melbourne  Victoria  3004
Australia

         Re:      Form SB-2 Registration Statement

Ladies and Gentlemen:

     In connection with the registration of an aggregate of 30,000,000 shares of
Common  Stock,  $.0001  par  value  (the  "Shares")  of Golden  River  Resources
Corporation, a Delaware corporation (the "Company"),  pursuant to a Registration
Statement on Form SB-2 filed under the  Securities  Act of 1933, as amended (the
"Act"),  you have requested our opinion as to whether the Shares,  including (i)
10,000,000  shares of common stock  issuable upon  exercise of special  warrants
(the "Special  Warrants"),  each of which is exercisable at any time to acquire,
without additional consideration, one share of common stock; and (ii) 20,000,000
shares of common stock issuable upon exercise of regular  warrants (the "Regular
Warrants" and together with the Special Warrants, the "Warrants"), each of which
is  exercisable  to purchase one shares of common stock for an exercise price of
$0.1542  per share,  will be  lawfully  and  validly  issued,  fully  paid,  and
non-assessable at the respective times of exercise.

     The opinions set forth in this letter are based on a review of the Delaware
General Corporation Law and the federal laws of the United States of America.

     For purposes of offering this opinion, we have examined originals or copies
of the documents listed below. In conducting such  examination,  we have assumed
the  genuineness  of all  signatures  and  the  authenticity  of  all  documents
submitted  to us as  originals  and  conformity  to  original  documents  of all
documents submitted to us as copies. The documents we have examined are:

     1.   The Form SB-2 Registration Statement;

     2.   The Certificate of Incorporation of the Company, as amended;

     3.   The By-laws of the Company, as amended;

     4.   The  resolutions of the Board of Directors of the Company with respect
          to the issuance of the Shares;

     5.   The Securities Purchase Agreement dated June 9, 2006;

     6.   The Special Warrant; and

     7.   The Regular Warrant;

     In  addition,   in  rendering  this  opinion,  we  have  relied  upon  your
representation  that the Shares  will be offered to the public in the manner and
on the terms identified or referred to in the Registration Statement.

     Based upon and subject to the  foregoing,  after having given due regard to
such issues of law as we deemed relevant, we are of the opinion that the Shares,
upon due exercise in accordance with the terms of the Warrants, will be lawfully
and validly issued, fully paid, and non-assessable.




                             EXHIBIT 5.1 (continued)

     We hereby consent to the reference to this firm in the prospectus  included
in this  Registration  Statement  under the caption  "Legal  Matters" and to the
filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent,  we do not thereby  concede that we come within the  categories of
persons  whose  consent  is  required  by  the  Act  or the  General  Rules  and
Regulations promulgated thereunder.

                                        Sincerely,

                                        /s/ Phillips Nizer LLP

                                        Phillips Nizer LLP