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EXHIBIT 99.3
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PERSONAL AND CONFIDENTIAL
Board of Directors
Wit SoundView Group, Inc.
826 Broadway
New York, New York 10003
Re: Registration Statement (File No. 333-42062) of Wit SoundView Group, Inc.
Gentlemen:
Attached is our opinion letter dated May 15, 2000 with respect to the fairness
from a financial point of view to Wit SoundView Group, Inc. (formerly Wit
Capital Group, Inc.) (the "Company") of the Total Consideration (defined
therein) proposed to be paid by the Company pursuant to the Agreement and Plan
of Merger, dated as of May 15, 2000, among the Company, Wit SoundView Corp., a
wholly-owned subsidiary of the Company, and E*Offering Corp. ("E*Offering"), and
the related Strategic Operating Agreement, dated as of May 15, 2000 among the
Company, E*Offering 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.
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, as amended. 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.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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(GOLDMAN, SACHS & CO.)
