VALIDITY OF COMMON STOCK
The validity of the common stock offered hereby will be passed upon for
The Goldman
Sachs Group, Inc. by Sullivan & Cromwell, New York, New York, and for the
underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. Certain
legal matters will be passed upon for The Goldman Sachs Group, Inc. by one of
its General Counsel, Robert J. Katz or Gregory K. Palm. Sullivan & Cromwell has
in the past represented, and continues to represent, one or more of the
underwriters and their affiliates in a variety of matters. Cleary, Gottlieb,
Steen & Hamilton has in the past represented, and continues to represent,
Goldman Sachs in a variety of matters.
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