Attached files

                                                                     Exhibit 5.1

                         HORWITZ, CRON & ARMSTRONG, LLP
                                Attorneys at Law

                           26475 Rancho Parkway South
                          Lake Forest, California 92630
                            Telephone (949) 540-6540
                            Facsimile (949) 540-6578


                                 August 22, 2011

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Re: Goff Corporation

Dear Sir or Madam:

The law firm of  Horwitz,  Cron &  Armstrong,  LLP (the  "Firm"),  has  acted as
special counsel for Goff Corporation,  a Nevada corporation (the "Company"),  in
connection  with the preparation of the  registration  statement on Form S1 (the
"Registration  Statement"),  dated July 31, 2011,  filed with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended  (the "Act"),  relating to the offering of up to 7,090,000  shares of
the  Company's  common  stock to be sold by selling  shareholders  (the  "Common
Stock"). Such shares are to be registered under the Registration Statement,  and
the  related  Prospectus  to be filed with the  Commission.  The  details of the
offering are described in the Registration Statement on Form S1.

We have  examined  instruments,  documents  and  records,  which we have  deemed
relevant and necessary for the basis of this opinion hereinafter  expressed.  We
have  done so in light of all  applicable  laws.  In such  examination,  we have
assumed  the  following:  (a) the  authenticity  of original  documents  and the
genuineness  of all  signatures;  (b) the  conformity  to the  originals  of all
documents  submitted  to  me  as  copies;  and  (c)  the  truth,   accuracy  and
completeness of the information, representations and warranties contained in the
records,   documents,   instruments  and  certificates  we  have  reviewed.  The
instruments,  document and records we have examined include,  among other items,
the following:

     1.   The Registration Statement;
     2.   The Articles of Incorporation;
     3.   Initial List of Officers, Directors and Resident Agent;
     4.   Bylaws.

To our knowledge, the Company is not a party to any legal proceedings, there are
no known judgments against the Company, nor are there any actions or suits filed
or threatened  against it or has no known claim,  actions or inquiries  from any
federal, state or other government agency, other than as may be set forth in the
registration  statement.  We are not aware of any claims  against the Company or
any reputed  claims  against it at this time,  other than as may be set forth in
the registration statement.

The  directors  and officers of the Company are  indemnified  against all costs,
expenses,  judgments and  liabilities,  including  attorney's  fees,  reasonably
incurred by or imposed upon them or any of them in connection  with or resulting
from any action, suit or proceedings, in which the officer or director is or may
be made a party by  reason  of his  being or  having  been  such a  director  or

United States Securities and Exchange Commission
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officer.  This  indemnification  is not  exclusive of other rights to which such
director or officer may be entitled as a matter of law.

Based on our examination of the documents  provided to this office,  information
received  from  the  Company,  analysis  of the  applicable  laws  and  judicial
interpretations,  we are of the  opinion  that  the  Common  Stock to be sold by
various selling  shareholders is duly authorized and legally issued,  fully paid
and non-assessable shares.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
above-referenced  Registration  Statement and to the use of our name wherever it
appears in said Registration Statement,  including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended or supplemented. In
giving such consent,  we  specifically do not allege to being an "expert" within
the meaning of such term as used in the Securities  Act of 1933, as amended,  or
the rules and regulations of the Securities and Exchange Commission issued there
under,  with respect to any part of the Registration  Statement,  including this
opinion as an exhibit or otherwise.

                                    Sincerely,

                                    HORWITZ, CRON & ARMSTRONG, LLP


                                    /s/ Horwitz, Cron & Armstrong, LLP
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