<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>5
<FILENAME>a2059026zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
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                                                                     EXHIBIT 8.1



                                [LETTERHEAD OF]
                            CRAVATH, SWAINE & MOORE
                                Worldwide Plaza
                               825 Eighth Avenue
                            New York, NY 10019-7475



                                                                November 9, 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 Homestake Merger Co. (formerly known as 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, as
amended by the amendment dated as of October 19, 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, Amendment No. 2 to the registration
statement on Form F-4 filed with the Securities and Exchange Commission by
Barrick on November 9, 2001 (the "Registration Statement"), the Voting, Support
and Exchange Trust Agreement dated as of December 2, 1998, the form of the
Voting Support and Exchange Trust Supplement attached to the Registration
Statement 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.

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    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 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.



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                                               Very truly yours,

Homestake Mining Company                       /s/ Cravath, Swaine & Moore
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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