<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>a2059026zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
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                                                                     EXHIBIT 8.1



                                  [LETTERHEAD OF]



                            CRAVATH, SWAINE & MOORE
                               [NEW YORK OFFICE]



                                                                  [      ], 2001



Ladies and Gentlemen:



    We have acted as tax counsel for Homestake Mining Company, a Delaware
corporation ("Homestake"), in connection with the proposed merger (the "Merger")
of Havana Acquisition Inc., a Delaware corporation ("Acquisition Subsidiary")
and direct or indirect, wholly owned subsidiary of Barrick Gold Corporation, a
corporation organized under the laws of the Province of Ontario ("Barrick"),
with and into Homestake. The Merger will occur pursuant to an Agreement and Plan
of Merger dated as of June 24, 2001 (the "Merger Agreement"). Any capitalized
term used but not defined herein shall have the meaning given to such term in
the Merger Agreement.



    In that connection, you have requested our opinion regarding certain United
States federal income tax consequences of the Merger. In providing our opinion,
we have examined the Merger Agreement, the Registration Statement of Homestake
and Barrick filed on [      ], 2001 (the "Registration Statement"), the Voting,
Support and Exchange Trust Agreement dated as of December 2, 1998, the Voting
Support and Exchange Trust Supplement dated as of [      ], 2001 and such other
documents, instruments and corporate records as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed that
(i) the Merger will be consummated as a merger of Acquisition Subsidiary with
and into Homestake, with Homestake surviving the merger, and otherwise in the
manner contemplated by the Registration Statement and in accordance with the
provisions of the Merger Agreement; (ii) the statements concerning the Merger
set forth in the Merger Agreement and the Registration Statement are and will
remain true, correct and complete; (iii) the factual representations made to us
by Homestake and Barrick in their respective letters to us each dated as of the
date hereof and delivered to us for purposes of this opinion are and will as of
the date of the Merger remain true, correct and complete (such letters, the
"Representation Letters"); (iv) any factual representations made in the
Representation Letters or in the Merger Agreement "to the best knowledge of" or
similarly qualified are true, correct and complete without such qualification;
(v) all documents submitted to us are authentic originals, or if submitted as
photocopies, that they faithfully reproduce the originals thereof and (vi) all
such documents have been or will be duly executed to the extent required.



    If any of the above-described assumptions are untrue for any reason, our
opinion as expressed below may be adversely affected and may not be relied upon.



    Based upon the foregoing, we are of the opinion that the statements in the
Registration Statement under the heading "Material U.S. Federal Income Tax
Consequences of the Merger--Tax-Free Merger in the U.S." that purport to state
our opinion do in fact constitute our opinion, subject to the qualifications
contained therein.



    The opinion expressed herein is based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect. Any change in applicable laws or the facts and circumstances surrounding
the Merger, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of
our opinion as set

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forth herein. We assume no responsibility to inform you of any such change or
inaccuracy that may occur or come to our attention. Finally, our opinion is
limited to the tax matters specifically covered hereby, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger or any other transaction.



    This opinion is being provided for the benefit of Homestake and Barrick so
that Homestake and Barrick may comply with their obligations under the federal
securities laws. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.



                                          Very truly yours,



Homestake Mining Company
1600 Riviera Avenue
Suite 200
Walnut Creek, CA 94596



Attention: General Counsel



Barrick Gold Corporation
Royal Bank Plaza
South Tower, Suite 2700
Toronto, Ontario
M5J 2J3 Canada



Attention: General Counsel


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