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EXHIBIT 99.3
PERSONAL AND CONFIDENTIAL
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October 5, 2000
Board of Directors
Wit SoundView Group, Inc.
826 Broadway
New York, New York 10003
Re: Post-Effective Amendment No. 1 to Registration Statement
(File No. 333-42062) of Wit SoundView Group, Inc. Filed October 5, 2000
Gentlemen:
Attached is our opinion letter dated September 26, 2000 with respect to the
fairness from a financial point of view to Wit SoundView Group, Inc. (the
"Company") of the Total Consideration (as defined therein) proposed to be
paid by the Company pursuant to the Agreement and Plan of Merger, dated as of
May 15, 2000, as amended as of September 26, 2000, among the Company, Wit
SoundView Corp., a wholly-owned subsidiary of the Company, and E*Offering
Corp. ("E*Offering"), and the related Amended and Restated Strategic Alliance
Agreement, dated as of September 26, 2000, among the Company and E*Trade
Group, Inc.
The foregoing opinion letter is provided for the information and assistance
of the Board of Directors of the Company in connection with its consideration
of the transaction contemplated therein and is not to be used, circulated,
quoted or otherwise referred to for any other purpose, nor is it to be filed
with, included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in accordance with
our prior written consent. We understand that the Company has determined to
include our opinion in the above-referenced Registration Statement.
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Wit SoundView Group
October 5, 2000
Page Two
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Opinion of Wit SoundView's Board of Directors" and
"Opinion of Wit SoundView's Financial Advisor" and to the inclusion of the
foregoing opinion in the Proxy Statement/Prospectus included in the
above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Notwithstanding the foregoing, it is understood that our consent is being
delivered solely in connection with the filing of the above-mentioned version
of the Registration Statement and that our opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it
to be filed with, included in or referred to in whole or in part in any
registration statement (including any subsequent amendments to the
above-mentioned Registration Statement), proxy statement or any other
document, except in accordance with our prior written consent.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
