EXHIBIT 5.1


                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097


                                                     May 4, 2005


Pacific Gold Corp.
157 Adelaide Street, West - Suite 600
Toronto, Ontario, Canada M5H 4E7

Dear Sirs:

         Reference  is  made  to  the   Registration   Statement  on  Form  SB-2
("Registration  Statement")  filed by Pacific Gold Corp.  ("Company"),  a Nevada
corporation,  under the Securities Act of 1933, as amended ("Act"), with respect
to an aggregate of 16,666,666  shares of common stock, par value $.001 per share
("Common Stock"), to be offered for sale by certain selling  stockholders as set
forth in the Registration Statement.

         We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With  respect  to such  examination,  we have  assumed  the  genuineness  of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents  submitted to us as reproduced
or  certified  copies,  and the  authenticity  of the  originals of those latter
documents.  As to questions of fact  material to this  opinion,  we have, to the
extent  deemed  appropriate,  relied  upon  certain  representations  of certain
officers and employees of the Company.

         Based upon the foregoing and when issued pursuant the conversion  terms
of the Original Issuance Discount  Convertible  Debenture and the exercise terms
of the Common Stock Purchase Warrants,  including the payment and receipt of the
exercise price per share by the Company, it is our opinion that the Common Stock
will  be duly  authorized  and  legally  issued,  and  will be  fully  paid  and
non-assessable.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement,  to the  use of our  name as  your  counsel  and to all
references  made  to us in the  Registration  Statement  and  in the  Prospectus
forming a part thereof.  In giving this consent,  we do not hereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act, or the rules and regulations promulgated thereunder.


                                                     Very truly yours,
                                                     /s/ Graubard Miller
                                                     GRAUBARD MILLER