The Goldman Sachs Group, Inc. (GS) 8-KFinancial Statements and Exhibits
Filed: 31 Jan 25, 4:43pm
Exhibit 23.2
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January 31, 2025
Goldman Sachs
200 West Street
New York, New York 10282
Ladies and Gentlemen:
The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), and GS Finance Corp., a Delaware corporation (“GSFC” ), have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 on January 18, 2023 and a Pre-Effective Amendment No. 1 thereto on February 9, 2023 (File No. 333-269296) (together, the “Registration Statement”), including a prospectus in the form in which it appears in the Registration Statement, as amended, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance from time to time, among other things, the Company’s Medium-Term Notes, Series N, GSFC’s Medium-Term Notes, Series F and GSFC’s Warrants, Series G (collectively, the “Securities”).
We hereby consent to any reference to us, in our capacity as special tax counsel to the Company and GSFC, or any opinion of ours delivered in that capacity, in a pricing supplement relating to the offer and sale of any particular Security or Securities prepared and filed by the Company or GSFC with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP