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- S-3ASR Automatic shelf registration
- 1.1 Form of Amended and Restated Distribution Agreement - Series B
- 1.2 Form of Amended and Restated Distribution Agreement - Series D
- 1.4 Form of Underwriting Agreement - 1999 Indenture
- 1.5 Form of Underwriting Agreement - 2008 Indenture
- 1.10 Form of Underwriting Agreement for Preferred Stock and Depositary Shares
- 1.12 Form of Amended and Restated Distribution Agreement - Series a
- 1.13 Form of Amended and Restated Distribution Agreement - Series E
- 4.44 Form of Floating Rate Medium-term Note, Series D
- 4.53 Specimen Master Medium-term Note, Series B
- 4.54 Specimen Master Medium-term Note, Series D
- 4.69 Form of Floating Rate Medium-term Note, Series E
- 4.74 Specimen Master Medium-term Note, Series E
- 5.1 Opinion of Richards, Layton & Finger, P.a.
- 5.2 Opinion of Sullivan & Cromwell LLP - Omnibus
- 5.3 Opinion of Sullivan & Cromwell LLP - Guarantees of Specified CDS
- 5.4 Opinion of Sullivan & Cromwell LLP - Guarantee of Notes and Deposit Notes
- 5.5 Opinion of Sidley Austin LLP
- 8.1 Tax Opinion of Sullivan & Cromwell LLP - GS Group
- 8.2 Tax Opinion of Sullivan & Cromwell LLP - GSFC
- 8.3 Tax Opinion of Sidley Austin LLP
- 15.1 Letter Re Unaudited Interim Financial Information
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25.1 Statement of Eligibility - GSG 1999 Indenture
- 25.2 Statement of Eligibility - GSG 2008 Indenture
- 25.3 Statement of Eligibility - GSG Sub Indenture
- 25.4 Statement of Eligibility - GSG Warrant Indenture
- 25.5 Statement of Eligibility - GS Cap I Trust Agmt
- 25.6 Statement of Eligibility - GS Cap II Trust Agmt
- 25.7 Statement of Eligibility - GS Cap III Trust Agmt
- 25.8 Statement of Eligibility - GS Cap IV Trust Agmt
- 25.9 Statement of Eligibility - GS Cap V Trust Agmt
- 25.10 Statement of Eligibility - GS Cap VI Trust Agmt
- 25.11 Statement of Eligibility - GS Cap I Guarantee
- 25.12 Statement of Eligibility - GS Cap II Guarantee
- 25.13 Statement of Eligibility - GS Cap III Guarantee
- 25.14 Statement of Eligibility -GS Cap IV Guarantee
- 25.15 Statement of Eligibility - GS Cap V Guarantee
- 25.16 Statement of Eligibility - GS Cap VI Guarantee
- 25.17 Statement of Eligibility - GSFC 2007 Indenture
- 25.18 Statement of Eligibility - GSFC 2008 Indenture
Exhibit 15.1
September 19, 2011
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated May 9, 2011 and August 8, 2011 on our reviews of the condensed consolidated statement of financial condition of The Goldman Sachs Group, Inc. and subsidiaries (the “Company”) as of March 31, 2011, the related condensed consolidated statements of earnings for the three months ended March 31, 2011 and March 31, 2010, the condensed consolidated statement of changes in shareholders’ equity for the three months ended March 31, 2011, the condensed consolidated statements of cash flows for the three months ended March 31, 2011 and March 31, 2010, and the condensed consolidated statements of comprehensive income for the three months ended March 31, 2011 and March 31, 2010 and the condensed consolidated statement of financial condition of the Company as of June 30, 2011, the related condensed consolidated statements of earnings for the three and six months ended June 30, 2011 and 2010, the condensed consolidated statement of changes in shareholders’ equity for the six months ended June 30, 2011, the condensed consolidated statements of cash flows for the six months ended June 30, 2011 and 2010, and the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2011 and 2010, are incorporated by reference in the Company’s Registration Statement on Form S-3 dated September 19, 2011 (the “Registration Statement”). Pursuant to Rule 436(c) under the Securities Act of 1933, such reports should not be considered a part of the Registration Statement, and are not reports within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ PricewaterhouseCoopers LLP