Exhibit 5.1

                             CLIFFORD CHANCE US LLP
                                 200 Park Avenue
                               New York, NY 10166
                              Tel: + 1 212 878 8000
                              Fax: + 1 212 878 8375

May [  ], 2004
     --

Barclays Global Investors, N.A.
45 Freemont Street
San Francisco, CA 94105

Re: iShares COMEX Gold Trust

Ladies and Gentlemen:

We have served as counsel to Barclays Global Investors, N.A. ("Sponsor") in its
capacity as sponsor of the iShares COMEX Gold Trust ("Trust") with respect to
the formation of the Trust and the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-1 (Registration
No. 333-112589), as amended by Pre-effective Amendment No. 1 (as so amended, the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securites Act") of 50 million shares
representing fractional undivided beneficial interests in the net assets of the
Trust (the "Shares").

In connection with the preparation of this opinion, we have examined executed
originals or copies of the following documents:

     1.   The Depositary Trust Agreement dated [  ], 2004 between the Sponsor
                                                --
and The Bank of New York, a New York banking corporation, as trustee (in such
capacity, the "Trustee").

     2. The Custodian Agreement dated [  ], 2004 between the Trustee and
                                       --
The Bank of Nova Scotia, a bank organized under the laws of Canada, as custodian
(in such capacity, the "Custodian").

     3. The Registration Statement.

     4. The [Distribution Agreement], dated [  ], 2004, between the Sponsor and
                                             --
Barclays Capital, Inc. (the "Initial Purchaser")

     5. The Closing Memorandum, dated [  ], 2004, executed by the Sponsor, the
                                       --
Trustee and the Initial Purchaser relating to the formation of the Trust and the
initial issuance of the Shares.

     6. The form of global certificate representing the Shares to be issued
under the Depositary Trust Agreement.

     7. Such other pertinent records or documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

In such examination, we have assumed the following: (i) the authenticity of
original documents and the genuineness of all signatures; (ii) the conformity to
the originals of all documents submitted to us as copies; and (iii) the accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed.

In rendering the opinions contained herein, we have relied with respect to
certain factual matters solely upon the representations, certifications and
other information contained in the documents



Barclays Global Investors, N.A.                                           Page 2
May [  ], 2004
     --

listed in the second paragraph of this letter. We have not made or undertaken to
make any independent investigation to establish or verify the accuracy or
completeness of such factual representations, certifications and other
information. The opinions set forth below are also based on the following
assumptions: (i) the Trust has been duly formed and is validly existing as a
trust under the laws of the State of New York; and (ii) the Registration
Statement has been declared effective under the Securities Act.

We express no opinion as to matters of law in any jurisdiction other than the
State of New York.

Except as otherwise expressly set forth in this letter, our opinions are based
solely upon the law and the facts as they exist on the date hereof and we
undertake no, and disclaim any, obligation to advise you of any subsequent
change in law or facts or circumstances which might affect any matter or opinion
set forth herein.

Based on the foregoing and subject to the qualifications set forth in this
letter, we are of the opinion that the Shares, when issued in accordance with
the terms of the Depositary Trust Agreement, including the receipt by the
Custodian, on behalf of the Trustee, of the consideration required for the
issuance of Shares, will be legally issued, fully paid and non-assessable.

This opinion letter is furnished by us, as counsel for the Sponsor, solely for
your benefit in connection with the formation of the Trust and the issuance of
the Shares and may not be used for any other purpose or relied upon by any other
person other than you, without our prior written consent.

We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name where it appears in the
Registration Statement.

Very truly yours,