EXHIBIT 5.1

                                                       Sao Paulo, June 22, 2004.

Gol Linhas Aereas Inteligentes S.A.
Rua Tamoios 246
Sao Paulo, SP
Brazil

Ladies and Gentlemen:

We are qualified to practice law in the Federative Republic of Brazil ("Brazil")
and have acted as Brazilian counsel to Gol Linhas Aereas Inteligentes S.A. (the
"Company"), a corporation organized under the laws of Brazil, in connection with
the offer and sale by the Company of American Depositary Shares (the "Primary
Offering ADSs"), each representing two (2) newly-issued preferred shares of the
Company, without par value, and the offer and sale by BSSF Air Holdings LLC
("BSSF") and Comporte Participacoes S.A. ("Comporte" and, together with BSSF,
the "Selling Shareholders") of American Depositary Shares (the "Secondary
Offering ADSs"), each representing two (2) preferred shares of the Company,
without par value, in accordance with the Underwriting Agreement (the
"Underwriting Agreement") to be entered into among the Company, the Selling
Shareholders and the Underwriters named therein (the "Underwriters"). An
aggregate of additional American Depositary Shares, each representing two (2)
preferred shares of the Company (the "Optional ADSs" and together with the
Primary Offering ADSs and the Secondary Offering ADSs, the "Securities"), may be
sold by the Selling Shareholders in connection with the over-allotment option,
as contemplated by the Company's Registration Statement on Form F-1 (No.
333-116054), filed with the Securities and Exchange Commission on June 1st, 2004
(as amended, the "Registration Statement").

For the purposes of giving this opinion we have examined and/or relied upon
copies of the following documents:

(i)   a draft of the Underwriting Agreement;

(ii)  a copy of the Registration Statement; and

(iii) such other documents, stock transfer books and registers, corporate
      records and certificates of officers of the Company as we may have deemed
      necessary for the purpose of this opinion.

We have not made any investigation of the laws of any jurisdiction outside
Brazil and this opinion is given solely in respect of the laws of Brazil, as of
the date hereof and not in respect of any other law.


Sao Paulo               Sao Paulo
Brasilia                Av. Paulista, 1499 20(degrees)andar
Rio de Janeiro          01311-928 Sao Paulo SP Brasil
Salvador                Tel (55 11)  3147 7600 Fax (55 11) 3147 7770
                        www.mattosfilho.com.br

In giving this opinion we have made the following assumptions:

(i)   that all documents submitted to us as facsimile or copy or specimen
      documents conform to their originals;

(ii)  that the signatures on the originals, certified copies or copies of
      all documents submitted to us are genuine; and

(iii) that all documents submitted to us as originals are authentic.

As to factual matters, we have relied upon the representations and warranties
made in the Underwriting Agreement by the Company and on certificates, documents
and oral or written information of the Company provided to us by officers of the
Company on behalf of the Company.

Based on the above assumptions, we are of the opinion that (i) the preferred
shares represented by the Primary Offering ADSs are duly and validly authorized
and, when legally issued and fully paid for, will be non-assessable and (ii) the
preferred shares represented by the Secondary Offering ADSs and by the Optional
ADSs are duly and validly authorized, legally issued, fully paid and
non-assessable.

This opinion is limited to the matters expressly stated herein and does not
extend to, and is not to be read as extended by implication to, any other matter
in connection with the Underwriting Agreement or the transaction or documents
referred to therein.

This opinion will be governed by and construed in accordance with the laws of
Brazil in effect on the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the captions "Validity
of Securities" and "Enforcement of Judgments Against Foreign Persons" in the
Prospectus constituting a part of the Registration Statement.

                                Very truly yours,

                                /s/ [illegible]

                 MATTOS FILHO, VEIGA FILHO, MARREY JR. E QUIROGA
                                    ADVOGADOS


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