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Exhibit 5.1
July 17, 2000
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, New York 10004.
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of 46,000,000 shares (the "Securities") of common stock, par
value $ 0.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc., a
Delaware corporation (the "Company"), and 46,000,000 associated stock purchase
rights (the "Rights") issued pursuant to the Stockholder Protection Rights
Agreement, dated as of April 5, 1999 (the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent"), we, as your counsel, have examined such corporate and
partnership records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of
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The Goldman Sachs Group, Inc. -2-
this opinion. Upon the basis of such examination, we advise
you that, in our opinion:
(1) The Securities have been validly issued and
are fully paid and nonassessable.
(2) Assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, the Rights
associated with the Securities have been validly issued.
In connection with our opinion set forth in paragraph (2)
above, we note that the question whether the Board of Directors of the Company
might be required to redeem the Rights at some future time will depend upon the
facts and circumstances existing at that time and, accordingly, is beyond the
scope of such opinion.
The foregoing opinion is limited to the Federal laws of the
United States and the laws 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 the general partner of the
Company's predecessor,
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The Goldman Sachs Group, Inc. -3-
The Goldman Sachs Group, L.P., 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 relating to the Securities and the Rights and to
the reference to us under the heading "Validity of Common Stock" in the
Prospectus included therein. 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 Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
