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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
- 1.3 Form of Amended and Restated Distribution Agreement - Series N
- 1.5 Form of Underwriting Agreement - 1999 Indenture
- 1.6 Form of Underwriting Agreement - 2008 Indenture
- 1.7 Form of Underwriting Agreement for Subordinated Debt Securities
- 1.11 Form of Underwriting Agreement for Preferred Stock and Depositary Shares
- 1.13 Form of Amended and Restated Distribution Agreement - Series a
- 1.14 Form of Amended and Restated Distribution Agreement - Series E
- 4.21 Certificate of Trust of GS Cap VII
- 4.22 Form of Amended and Restated Trust Agreement-gs Cap VII
- 4.23 Trust Agreement of GS Cap VII
- 4.24 Form of Agmt As to Expenses and Liabilities - GS Cap VII
- 4.25 Form of Guarantee Agreement - GS Cap VII
- 4.36 Form of Floating Rate Senior Debt - 2008 Indenture
- 4.38 Form of Fixed Rate Senior Debt - 2008 Indenture
- 4.39 Form of Fixed/floating Rate Senior Debt - 2008 Indenture
- 4.40 Form of Subordinated Debt
- 4.43 Form of Floating Rate Medium -Term Note, Series N
- 4.46 Form of Fixed Rate Medium-term Note, Series N
- 4.56 Specimen Master Medium-term Note, Series N
- 4.72 Form of Floating Rate Medium -Term Note, Series E
- 4.74 Form of Fixed Rate Medium-term Note, Series E
- 4.77 Specimen Master Medium-term Note, Series E
- 4.89 Tenth Supplemental Indenture to Sub Debt Indenture
- 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 - Guarantees of Notes and Deposit Notes
- 5.5 Opinion of Sidley Austin LLP - GSG
- 5.6 Opinion of Sidley Austin LLP - GSFC
- 8.1 Tax Opinion of Sullivan & Cromwell LLP
- 8.2 Tax Opinion of Sidley Austin LLP - GSG
- 8.3 Tax Opinion of Sidley Austin LLP - GSFC
- 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 Agreement
- 25.6 Statement of Eligibility - GS Cap II Trust Agreement
- 25.7 Statement of Eligibility - GS Cap III Trust Agreement
- 25.8 Statement of Eligibility - GS Cap VI Trust Agreement
- 25.9 Statement of Eligibility - GS Cap VII Trust Agreement
- 25.10 Statement of Eligibility - GS Cap I Guarantee
- 25.11 Statement of Eligibility - GS Cap II Guarantee
- 25.12 Statement of Eligibility - GS Cap III Guarantee
- 25.13 Statement of Eligibility - GS Cap VI Guarantee
- 25.14 Statement of Eligibility - GS Cap VII Guarantee
- 25.15 Statement of Eligibility - GSFC 2007 Indenture
- 25.16 Statement of Eligibility - GSFC 2008 Indenture
Exhibit 8.1
[Letterhead of Sullivan & Cromwell LLP]
July 10, 2017
The Goldman Sachs Group, Inc.,
200 West Street,
New York, New York 10282.
Ladies and Gentlemen:
As counsel to The Goldman Sachs Group, Inc. (the “Company”), GS Finance Corp. (“GSFC”), Goldman Sachs Capital VI and Goldman Sachs Capital VII (each, an “Issuer Trust”), in connection with the registration under the Securities Act of 1933 of (i) the Company’s Debt Securities, Warrants, Purchase Contracts, Units, Preferred Stock, Depositary Shares and Common Stock (the “Company Securities”), pursuant to the Prospectus, dated the date hereof of the Company (the “Company Prospectus”), (ii) GSFC’s Debt Securities, Warrants and Units and the guarantee thereof by the Company (the “GSFC Securities”), pursuant to the Prospectus, dated the date hereof, of GSFC (the “GSFC Prospectus”), and (iii) the Issuer Trusts’ Capital Securities and the guarantee thereof by the Company (the “Issuer Trust Securities”, and together with the Company Securities and the GSFC Securities, the “Securities”), pursuant to the Prospectus, dated the date hereof, of the Issuer Trusts (the “Issuer Trusts Prospectus”, and together with the Company Prospectus and the GSFC Prospectus, the “Prospectuses”), the Prospectuses forming a part of the Registration Statement of the Company, GSFC and the Issuer Trusts to which this opinion is filed as an exhibit, we hereby confirm to you that the discussion set forth under the headings “United States Taxation” in each of the Prospectuses is our opinion, subject to the qualifications and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the headings “United States Taxation” in the Prospectuses. In addition, if a prospectus supplement relating to the offer and sale of any particular Security is prepared and filed by the Company, GSFC or an Issuer Trust with the Securities and Exchange Commission on a future date and the prospectus supplement contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us in substantially such form. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours, |
/s/ Sullivan & Cromwell LLP |
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