Exhibit 8.2
[Letterhead of Cravath, Swaine & Moore LLP]
[New York Office]
October 21, 2021
Ladies and Gentlemen:
We have acted as tax counsel to GreenSky, Inc., a Delaware corporation (the “Company”) in connection with the transactions (the “Mergers”) contemplated by the Agreement and Plan of Merger (as amended or otherwise modified from time to time), dated as of September 14, 2021, by and among The Goldman Sachs Group, Inc., a Delaware corporation ( “Goldman Sachs”), Goldman Sachs Bank USA, a bank organized under the laws of the State of New York, the Company, and GreenSky Holdings, LLC, a Georgia limited liability company. The Mergers are described in the joint proxy statement/prospectus and other proxy solicitation materials of Goldman Sachs and the Company constituting a part thereof (the “Joint Proxy Statement/Prospectus”), which is included in the registration statement filed on or about the date hereof on Form S-4 by Goldman Sachs (as amended or supplemented through the date hereof, the “Registration Statement”) in connection with the Mergers.
We hereby confirm to you that, insofar as they relate to matters of United States federal income tax law, the statements set forth under the caption “Material United States Federal Income Tax Consequences” in the Joint Proxy Statement/Prospectus included in the Registration Statement, subject to the qualifications, exceptions, assumptions and limitations contained herein and therein, represent our opinion as to the material United States federal income tax consequences of the Mergers.
