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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 Restricted 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
- 4.40 Form of Floating Rate Senior Debt - 2008 Indenture
- 4.42 Form of Fixed Rate Senior Debt - 2008 Indenture
- 4.45 Form of Floating Rate Medium -Term Note, Series D
- 4.47 Form of Fixed Rate Medium-term Note, Series D
- 4.55 Specimen Master Medium-term Note, Series D
- 4.70 Form of Floating Rate Medium-term Note, Series E
- 4.72 Form of Fixed Rate Medium-term Note, Series E
- 4.75 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 - Guarantees of Notes and Deposit Notes
- 5.5 Opinion of Sidley Austin LLP
- 8.1 Tax Opinion of Sullivan & Cromwell LLP
- 8.2 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 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 IV Trust Agreement
- 25.9 Statement of Eligibility - GS Cap V Trust Agreement
- 25.10 Statement of Eligibility - GS Cap VI Trust Agreement
- 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
- 25.19 Statement of Eligibility - Murray I Trust Agreement
- 25.20 Statement of Eligibility - Vesey I Trust Agreement
- 25.21 Statement of Eligibility - Murray I Guarantee
- 25.22 Statement of Eligibility - Vesey I Guarantee
Exhibit 8.2
September 15, 2014
The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282
Ladies and Gentlemen:
As United States tax counsel to The Goldman Sachs Group, Inc. (the “Company”) in connection with the registration under the Securities Act of 1933 of the Company’s Debt Securities, Warrants, Purchase Contracts, Units, Preferred Stock and Depositary Shares (collectively, the “Securities”), pursuant to the Prospectus which forms a part of the Registration Statement of the Company to which this opinion is filed as an exhibit, we hereby confirm to you that the discussion set forth under the heading “United States Taxation” therein 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 heading “United States Taxation” in the Prospectus. In addition, if a prospectus supplement relating to the offer and sale of any particular Security is prepared and filed by the Company 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/ Sidley AustinLLP
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.