EXHIBIT 8.1
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 90071-2901
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, New York 10004.
Ladies and Gentlemen:
As counsel to The Goldman Sachs Group, Inc. (the "Company") in connection
with the issuance of $1,500,000,000 aggregate principal amount of % Notes
due 2009, we hereby confirm to you that the discussion set forth under the
heading "United States Taxation" in the Prospectus which forms a part of the
Registration Statement of the Company to which this opinion is filed as an
exhibit is our opinion, subject to the limitations set forth therein.
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