EXHIBIT 5.1
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588
125 BROAD STREET, NEW YORK 10004-2498
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1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
1888 CENTURY PARK EAST, LOS ANGELES 90067-1725
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
OBERLINDAU 54-56, 60323 FRANKFURT AM MAIN
May 7, 1999
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, NY 10004.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of $1,500,000,000 principal amount of --% Notes due 2009 (the
"Securities"), of The Goldman Sachs Group, Inc., a Delaware corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has become effective under the Act, the
Indenture relating to the Securities has been duly authorized, executed and
delivered, the terms of the Securities and of their issuance and sale have been
duly established in conformity with the Indenture so as not to violate any
applicable law or result
The Goldman Sachs Group, Inc. -2-
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 the
Securities have been duly executed and authenticated in accordance with the
Indenture and issued and sold as contemplated in the Registration Statement,
the 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 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 hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of the Notes" in the Prospectus. In giving such consent, we do not thereby admit
The Goldman Sachs Group, Inc. -3-
that we are in the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell