S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Goldcorp Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 3400 666 Burrard Street
Vancouver, British Columbia	V6C 2X8
(Address of Principal Executive Offices)	(Zip Code)

Goldcorp Inc. Restricted Share Plan

(Full title of plan)

CT Corporation System, 111 Eight Avenue

New York, New York 10019

(Name and address of agent for service)

(800) 223-7567

(Telephone number, including area code, of agent for service)

with copies to:

Jennifer Traub, Esq. Cassels Brock & Blackwell LLP 2200 HSBC Building 885 West Georgia Street Vancouver, British Columbia Canada, V6C 3E8 (604) 691-6100 David S. Stone, Esq. John J. Koenigsknecht, Esq. Neal, Gerber & Eisenberg LLP Two North LaSalle Street, Suite 1700 Chicago, Illinois 60602 (312) 269-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Shares	5,000,000	$38.43	$192,150,000	$22,021

(1) Pursuant to Rule 416 of the Securities Act of 1933, also covers such additional number of shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar event.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act of 1933 and based on the average of the high and low prices of a share of the Registrant’s Common Shares as reported on the New York Stock Exchange on April 30, 2012.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed to register an additional 5,000,000 Common Shares of Goldcorp Inc. (the “Registrant”) under the Goldcorp Inc. Restricted Share Plan, which are the same class as those Common Shares registered under the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2005 (File No. 333-126040) and May 29, 2008 (File No. 333-151251). This Registration Statement has been prepared in accordance with General Instruction E of Form S-8 and the previously filed Registration Statements are incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed or furnished by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

(a) the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2011 filed with the Commission on March 30, 2012;

(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, since the end of the fiscal year covered by the annual report incorporated by reference pursuant to (a) above;

(c) Exhibit 99.1 (Notice of Annual and Special Meeting of Shareholders and Management Information Circular) to the Current Report on Form 6-K furnished to the Commission on March 23, 2012;

(d) Exhibit 99.1 (Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2012) and Exhibit 99.2 (Condensed Interim Consolidated Financial Statements of the Company for the Three Months Ended March 31, 2012) to the Current Report on Form 6-K furnished to the Commission on April 25, 2012; and

(e) the description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form F-10 (File No. 333-123876) filed with the Commission on April 6, 2005, including any amendment or report for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

5.1	Opinion of Cassels Brock & Blackwell LLP
23.1	Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants
23.2	Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1)
24.1	Powers of Attorney (included as part of the signature page of this Registration Statement)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on May 2, 2012.

GOLDCORP INC.
By:	/s/ Charles A. Jeannes
Name:	Charles A. Jeannes
Title:	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles A. Jeannes and Anna M. Tudela, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre- and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 2, 2012 by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/ Charles A. Jeannes	President, Chief Executive Officer and Director (principal executive officer)
Charles A. Jeannes
/s/ Lindsay A. Hall	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
Lindsay A. Hall
/s/ Ian W. Telfer	Chairman of the Board and Director
Ian W. Telfer
/s/ Douglas M. Holtby	Vice Chairman of the Board and Director
Douglas M. Holtby
/s/ John P. Bell	Director
John P. Bell
/s/ Lawrence I. Bell	Director
Lawrence I. Bell
/s/ Beverley A. Briscoe	Director
Beverley A. Briscoe
/s/ Peter J. Dey	Director
Peter J. Dey

/s/ P. Randy Reifel	Director
P. Randy Reifel
/s/ A. Dan Rovig	Director
A. Dan Rovig
/s/ Blanca Treviño de Vega	Director
Blanca Treviño de Vega
/s/ Kenneth F. Williamson	Director
Kenneth F. Williamson

EXHIBIT INDEX

5.1	Opinion of Cassels Brock & Blackwell LLP
23.1	Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants
23.2	Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1)
24.1	Powers of Attorney (included as part of the signature page of this Registration Statement)

EX-5.1

Exhibit 5.1

May 2, 2012

Goldcorp Inc.

666 Burrard Street

Suite 3400

Vancouver, BC V6C 2X8

Re:	Form S-8 Registration Statement
	Goldcorp Inc. Restricted Share Plan

Dear Sirs:

We act as counsel for Goldcorp Inc., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), and are familiar with the proceedings taken by the Company in connection with the common shares of the Company (the “Shares”) offered under the provisions of the Goldcorp Inc. Restricted Share Plan (the “Plan”), as described in the Registration Statement on Form S-8 to be filed by the Company under the United States Securities Act of 1933, as amended (the “Registration Statement”), with the United States Securities and Exchange Commission.

As counsel to the Company, in connection with this opinion, we have examined the Company’s Articles of Amalgamation dated December 1, 2006, as amended, and its By-laws, both as currently in effect; such other records of the corporate proceedings of the Company as we deem relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons signing or delivering any instrument, the authenticity of documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, we are of the opinion that all necessary corporate action has been taken by the Company to authorize the issuance of Shares upon the expiry of restricted periods with respect to restricted share rights granted pursuant to and in accordance with the Plan and that, when such Shares are issued in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We express no opinion herein as to the laws of any jurisdiction other than the Province of Ontario and the federal laws of Canada applicable therein which are in effect on the date hereof. No opinion is expressed herein with respect to any federal or state law of the United States.

We understand that you wish to file this opinion letter as an exhibit to the Registration Statement, and we hereby consent thereto. Such consent is not an admission that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Cassels Brock & Blackwell LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Goldcorp Inc. Restricted Share Plan of our reports, dated February 15, 2012 relating to the consolidated financial statements of Goldcorp Inc. and the effectiveness of Goldcorp Inc.’s internal control over financial reporting appearing in the Annual Report on Form 40-F of Goldcorp Inc. for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP

Independent Registered Chartered Accountants

Vancouver, Canada

May 2, 2012