Form 8-K GOLDMAN SACHS GROUP INC To: March 08


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Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

March 8, 2021

The Goldman Sachs, Inc. group,

200 West Street,

New York, New York 10282.

Ladies and gentlemen:

We are acting as counsel to The Goldman Sachs Group, Inc., a Delaware corporation (the ?? Company ??), in connection with the issuance and delivery, as of the date hereof, of (i) $ 700,000,000 in total principal of 0.523% Bonds maturing in 2023 (the “Fixed Rate Bonds”); (ii) $ 450,000,000 in aggregate principal of the Floating Rate Notes due 2023 (the ?? 2023 Floating Rate Notes ??); (iii) $ 1,750,000,000 in aggregate principal amount of the 0.673% Fixed / Floating Rate Notes due 2024 (the ?? 2024 Fixed / Floating Rate Notes ??); (iv) an aggregate principal amount of $ 700,000,000 of the Floating Rate Notes due 2024 (the ?? 2024 Floating Rate Notes ??); (v) $ 3,000,000,000 in aggregate principal amount of the 1.431% Fixed / Floating Rate Notes due 2027 (the ?? 2027 Fixed / Floating Rate Notes ??); and (vi) a total principal amount of $ 400,000,000 of the Floating Rate Bonds maturing in 2027 (the ?? 2027 Floating Rate Bonds ?? and, together with the Fixed Rate Bonds, the 2023 Floating Rate Bonds, the Fixed Income Notes and 2027 Fixed / Floating Rate Notes, the ?? Notes ??). The Company filed with the Securities and Exchange Commission on July 1, 2020, a registration statement on Form S-3ASR (To file No. 333-
239610) (the ?? Registration Statement ??) under the Securities Act of 1933 (the ?? Act ??) relating to the proposed offer and sale of an unspecified principal amount of unsecured debt securities of the Company, including the Notes. The Notes are issued pursuant to a Deed of Trust, dated July 16, 2008 (as previously amended, most recently by the Fourth Supplementary Indenture, dated December 31, 2016, the “Deed of Trust ??” ), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”).

In rendering this opinion, we reviewed the following documents:

1.

The updated certificate of incorporation and the amended and updated certificate
Regulations the company.


The Goldman Sachs, Inc. – 2 –

3.

Certificates from officers of the Company relating to the authorization of the Notes, the determination of the terms of the Notes and related matters.

4.

Forms of Notes.

We have also considered the questions of law that we have deemed necessary or appropriate for the purposes of this opinion. Based on such examination, we are of the opinion that the Notes constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws. of general application concerning or affecting creditors? rights and general principles of equity.

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 express no opinion as to the effect of the laws of any other jurisdiction. .

In rendering the foregoing opinion, we do not convey and assume no responsibility for any disclosure in the registration statement or any related prospectus or other offering material relating to the Company or the Notes or their offering and sale.

For certain matters, we have relied on information obtained from public officials, company officers and other sources which we hold responsible, and we have assumed, without independent verification, that the act was duly authorized. , executed and delivered by the Trustee, that the Notes conform to the forms we have reviewed, that the Trustee’s Note Authentication Certificates have been manually signed by one of the Trustee’s authorized agents, that the Notes have been delivered against payment as provided in the registration statement and that the signatures on all documents we have examined are authentic.

We hereby consent to the filing of this opinion as an attachment to the registration statement. By giving this consent, we do not therefore admit that we are in the category of persons whose consent is required under section 7 of the Act.

Sincerely yours,
/ s / Sullivan & Cromwell LLP

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