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Exhibit 5.1
[Letterhead of Sullivan & Cromwell]
May 3, 2000
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") by The Goldman Sachs Group, Inc., a Delaware corporation (the
"Company"), of $25,000,000,000 aggregate amount of its senior and subordinated
debt securities, warrants, purchase contracts, units comprised of the foregoing,
preferred stock and depositary shares representing preferred stock
(collectively, the "Securities"), we, as your counsel, have examined such
corporate records, certificates and other documents, including the resolutions
of the Company's board of directors authorizing the issuance of the Securities
(the "Resolutions"), and such questions of law, as we have
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considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) Debt Securities. The indenture relating to the senior debt
securities, which is dated as of May 19, 1999, has been duly
authorized, executed and delivered by the Company, and the indenture
relating to the subordinated debt securities, in the form filed as an
exhibit to the Registration Statement, has been duly authorized by the
Company. When the Registration Statement has become effective under the
Act, when the indenture relating to the subordinated debt securities
has been duly executed and delivered substantially in the form so
filed, when the terms of the debt securities and of their issuance and
sale have been duly established in conformity with the applicable
indentures so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Company, and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company, and when the debt securities have been duly executed and
authenticated in accordance with the
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applicable indentures and issued and sold as contemplated in the
Registration Statement, and if all the foregoing actions are taken
pursuant to the authority granted in the Resolutions, the debt
securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles. The debt securities covered by the opinion in this
paragraph include any debt securities that may be issued as part of the
units or upon exercise or otherwise pursuant to the terms of any other
Securities, as well as any purchase contracts that may be issued under
the indentures relating to the debt securities.
(2) Warrants. When the Registration Statement has become
effective under the Act, when the terms of the warrant agreements under
which the warrants are to be issued have been duly established and the
warrant agreements have been duly executed and delivered, when the
terms of the warrants and of their issuance and
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sale have been duly established in conformity with the applicable
warrant agreements and when the warrants have been duly executed and
authenticated in accordance with the applicable warrant agreements and
issued and sold as contemplated in the Registration Statement, and if
all the foregoing actions are taken pursuant to the authority granted
in the Resolutions and so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument
binding upon the Company, and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Company, the warrants will constitute valid and
legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors'
rights and to general equity principles. The warrants covered by the
opinion in this paragraph include any warrants that may be issued as
part of the units or upon exercise or otherwise pursuant to the terms
of any other Securities.
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(3) Purchase Contracts. When the Registration Statement has
become effective under the Act, when the terms of the governing
instruments or agreements under which the purchase contracts are to be
issued have been duly established and the governing documents have been
duly executed and delivered, when the terms of the purchase contracts
and of their issuance and sale have been duly established in conformity
with the applicable governing documents and when the purchase contracts
have been duly executed and authenticated in accordance with the
applicable governing documents and issued and sold as contemplated in
the Registration Statement, and if all the foregoing actions are taken
pursuant to the authority granted in the Resolutions and so as not to
violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company, and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, the purchase
contracts will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization,
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moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles. The
purchase contracts covered by the opinion in this paragraph include any
purchase contracts that may be issued as part of the units or upon
exercise or otherwise pursuant to the terms of any other Securities,
but they do not include any purchase contracts to be issued under the
indentures relating to the debt securities.
(4) Units. When the Registration Statement has become
effective under the Act, when the terms of the unit agreements under
which the units are to be issued have been duly established and the
unit agreements have been duly executed and delivered, when the terms
of the units and of their issuance and sale have been duly established
in conformity with the applicable unit agreements and when the units
have been duly executed and authenticated in accordance with the
applicable unit agreements and issued and sold as contemplated in the
Registration Statement, and if all the foregoing actions are taken
pursuant to the authority granted in the Resolutions and so as not to
violate any applicable
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law or result in a default under or breach of any agreement or
instrument binding upon the Company, and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, the units will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors'
rights and to general equity principles. The units covered by the
opinion in this paragraph include any units that may be issued upon
exercise or otherwise pursuant to the terms of any other Securities.
(5) Preferred Stock. When the Registration Statement has
become effective under the Act, when the terms of the preferred stock
and of its issuance and sale have been duly established in conformity
with the Company's certificate of incorporation so as not to violate
any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company, and so as to comply
with any requirement
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or restriction imposed by any court or governmental body having
jurisdiction over the Company, when an appropriate certificate of
designations with respect to the preferred stock has been duly filed
with the Secretary of State of the State of Delaware and when the
preferred stock has been duly issued and sold as contemplated by the
Registration Statement, and if all the foregoing actions are taken
pursuant to the authority granted in the Resolutions, the preferred
stock will be validly issued, fully paid and non-assessable. The
preferred stock covered in the opinion in this paragraph includes any
preferred stock that may be represented by depositary shares or may be
issued upon exercise or otherwise pursuant to the terms of any other
Securities.
(6) Depositary Shares. When the Registration Statement has
become effective under the Act, when the terms of the deposit agreement
under which the depositary shares are to be issued have been duly
established and the deposit agreement has been duly executed and
delivered, when the terms of the
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depositary shares and of their issuance and sale have been duly
established in conformity with the deposit agreement, when the
preferred stock represented by the depositary shares has been duly
delivered to the depositary and when the depositary receipts evidencing
the depositary shares have been duly issued against deposit of the
preferred stock in accordance with the deposit agreement and issued and
sold as contemplated by the Registration Statement, and if all the
foregoing actions are taken pursuant to the authority granted in the
Resolutions and so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Company, and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company, the depositary receipts evidencing the depositary shares will
be validly issued and will entitle the holders thereof to the rights
specified in the depositary shares and the deposit agreement, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
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affecting creditors' rights and to general equity principles. The
depositary shares covered by the opinion in this paragraph include any
depositary shares that may be issued upon exercise of or otherwise
pursuant to any other Securities.
We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
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The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible. We have assumed, without independent verification, that the
indenture relating to the senior debt securities has been duly authorized,
executed and delivered by the trustee thereunder, that all other governing
documents under which the Securities are to be issued, as well as the purchase
contracts, if applicable, will have been duly authorized, executed and delivered
by all parties thereto other than the Company and that the signatures on
documents examined by us are genuine. We have further assumed that the issuance
or delivery by the Company of any securities other than the Securities, or of
any other property, upon exercise or otherwise pursuant to the terms of the
Securities will be effected pursuant to the authority granted in the Resolutions
and so as not to violate any applicable law or result in a default under or
breach of any agreement or
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instrument binding on the Company, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company. Finally, we have assumed that the authority granted in the
Resolutions will remain in effect at all relevant times.
We are expressing no opinion as to any obligations that parties other
than the Company may have under or in respect of the Securities or as to the
effect that their performance of such obligations may have upon any of the
matters referred to above.
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 "Validity of
the Securities" in the Prospectus. 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 Act.
Very truly yours,
/s/ Sullivan & Cromwell