Clark Wilson LLP

Barristers & Solicitors

Patent & Trade-mark Agents

800-885 W Georgia Street

Vancouver, BC V6C 3H1

Tel.	604.687.5700
Fax	604.687.6314

	EMail Address	central@cwilson.com
	Our File No.	27583//01 /D/JLM/905456.1

October 6, 2006

Pan American Gold Corporation

501-1540 West 2nd Avenue

Vancouver, BC V6J 1H2

Dear Sirs:

Re: Registration Statement on Form S-8

We are counsel to Pan American Gold Corporation (the "Company"), a corporation continued under the laws of the Province of Ontario. In such capacity, we have assisted in the preparation of the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering up to 3,000,000 shares of our common stock (the “Option Shares”) that we may issue pursuant to our 2006 Stock Option Plan (the "2006 Plan").

We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein. We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have, for the purposes of this opinion, assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies.

Based upon and subject to the foregoing, and subject also to the qualifications hereinafter expressed, we are of the opinion that each Option Share to be issued by the Company and sold pursuant to the Registration Statement will be, when issued pursuant to the terms of the 2006 Plan, validly issued, fully paid and non-assessable.

This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent.

Yours truly,

CLARK WILSON LLP

/s/ Clark Wilson LLP