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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 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (the “Registration Statement”) of our report dated February 28, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Goldman Sachs Group, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2010. We also consent to the incorporation by reference in this Registration Statement of our report dated February 28, 2011 relating to Selected Financial Data, which appears in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. We also consent to the reference to us under the heading “Experts” in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
September 19, 2011