Exhibit 8.1

                    [Letterhead of Sullivan & Cromwell LLP]





                                                               February 24, 2005

The Goldman Sachs Group, Inc.,
     85 Broad Street,
          New York, New York 10004.

Ladies and Gentlemen:

     As counsel to The Goldman Sachs Group, Inc. (the "Company") and Goldman
Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman
Sachs Capital V and Goldman Sachs Capital VI (each, an "Issuer Trust") in
connection with the registration under the Securities Act of 1933 of
$35,000,000,000 aggregate amount of the Company's Debt Securities, Warrants,
Purchase Contracts, Units, Preferred Stock or Depositary Shares, Common Stock
and Rights, and the Issuer Trusts' Capital 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 limitations set forth herein.

     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 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