senior and subordinated debt securities, warrants, purchase contracts and preferred stock of the Company, depositary shares representing such preferred stock and units comprised of the foregoing (or of the Capital Securities described below or of the foregoing and debt or equity securities of third parties) (“Basic Securities”);

shares of common stock, par value $0.01 per share, of the Company (“Shares”);

capital securities of the Trusts (“Capital Securities”), each representing an undivided, preferred beneficial interest in the assets of the issuing Trust;

guarantees and related obligations of the Company, on a subordinated basis and to the extent provided therein, with respect to the payment of distributions on and the redemption or liquidation price of the Capital Securities or of similar securities of other issuers similar to the Trusts (“Trust Guarantees”);

subordinated debt securities to be issued by the Company to the Trusts in connection with the issuance by the Trusts of Capital Securities having corresponding payment terms (“Debentures” and, collectively with the Basic Securities, Shares and Trust Guarantees, “Company Securities”);

senior and subordinated debt securities of GSFC (collectively, “GSFC Securities”) and units comprised of GSFC Securities or of GSFC Securities and debt or equity securities of the Company; and

guarantees of the Company, to the extent provided therein, with respect to payments on the GSFC Securities (“GSFC Guarantees”).

Debt Securities and Warrants of the Company Issued Under an Indenture. Each of the indentures relating to the senior debt securities of the Company, which are dated as of May 19, 1999 (as amended) and as of July 16, 2008 (as amended), to the subordinated debt securities of the Company, which is dated as of February 20, 2004, and to certain warrants of the Company, which is dated as of February 14, 2006, has been duly authorized, executed and delivered by the Company. When the Registration Statement has become effective under the Act, when the terms of the debt securities and the warrants of the Company to be issued under the relevant indenture described above (other than the Debentures, which we address below) (the “Company Indenture Securities”) and of their issuance and sale have been duly established in conformity with the applicable indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any

Warrants of the Company Not Issued Under an Indenture. When the Registration Statement has become effective under the Act, when the terms of the warrant agreements under which certain of the warrants of the Company are to be issued have been duly established and the warrant agreements have been duly executed and delivered, when the terms of such warrants and of their issuance and sale have been duly established in conformity with the applicable warrant agreement and when such warrants have been duly executed and authenticated in accordance with the applicable warrant agreement and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency,

Purchase Contracts of the Company Not Issued Under an Indenture. When the Registration Statement has become effective under the Act, when the terms of the governing instruments or agreements under which certain of the purchase contracts of the Company are to be issued have been duly established and the governing documents have been duly executed and delivered, when the terms of such purchase contracts and of their issuance and sale have been duly established in conformity with the applicable governing documents and when such purchase contracts have been duly executed and authenticated in accordance with the applicable governing documents and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such purchase contracts will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and the Shares, when duly issued upon conversion, exercise or exchange of any such purchase contracts that are convertible into or exercisable or exchangeable for Shares, will be validly issued, fully paid and nonassessable. The purchase contracts covered by the opinion in this paragraph include any purchase contracts of the Company that may be issued as part of the units or upon exercise or otherwise pursuant to the terms of any other Company Securities, but they do not include any Company Indenture Securities.

Units of the Company Not Issued Under an Indenture. When the Registration Statement has become effective under the Act, when the terms of the unit agreements under which certain of the units of the Company are to be issued have been duly established and the unit agreements have been duly executed and delivered, when the terms of such units and of their issuance and sale have been duly established in conformity with the applicable unit agreements and when such units have been duly executed and authenticated in accordance with the applicable unit agreements and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such units will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The units covered by the opinion in this paragraph include any units of the Company that may be issued upon exercise or otherwise pursuant to the terms of any other Company Securities, but they do not include any Company Indenture Securities.

Preferred Stock of the Company. When the Registration Statement has become effective under the Act, when the terms of the preferred stock of the Company and of its issuance and sale have been duly established in conformity with the Company’s certificate of incorporation, when an appropriate certificate of designations with respect to the preferred stock has been duly filed with the Secretary of State of the State of Delaware and when the preferred stock has been duly issued and sold as contemplated by the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the preferred stock will be validly issued, fully paid and nonassessable, and the Shares, when duly issued upon conversion, exercise or exchange of any preferred stock of the Company that is convertible into or exercisable or exchangeable for Shares, will be validly issued, fully paid and nonassessable. The preferred stock covered in the opinion in this paragraph includes any preferred stock of the Company that may be represented by depositary shares or may be issued as part of the units or upon exercise or otherwise pursuant to the terms of any other Company Securities.

Depositary Shares of the Company. When the Registration Statement has become effective under the Act, when the terms of the deposit agreements under which the depositary shares of the Company are to be issued have been duly established and the deposit agreements have been duly executed and delivered, when the terms of the depositary shares and of their issuance and sale have been duly established in conformity with the applicable deposit agreements, when the preferred stock represented by the depositary shares has been duly delivered to the applicable depositaries and when the depositary receipts evidencing the depositary shares have been duly issued against deposit of the preferred stock in accordance with the applicable deposit agreements and issued and sold as contemplated by the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the depositary receipts evidencing the depositary shares will be validly issued and will entitle the holders thereof to the rights specified in the depositary shares and the applicable deposit agreements, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The depositary shares covered by the opinion in this paragraph include any depositary shares of the Company that may be issued as part of the units or upon exercise or otherwise pursuant to the terms of any other Company Securities.

Common Stock of the Company. When the Registration Statement has become effective under the Act, when the terms of the Shares and of their issuance and sale have been duly established in conformity with the Company’s certificate of incorporation and when the Shares have been duly issued and sold as contemplated by the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument

Trust Guarantees and Debentures. When the Registration Statement has become effective under the Act, when the guarantee and related agreements under which the Trust Guarantees are to be issued, the trust agreements under which the Capital Securities are to be issued and the supplemental indentures (together with the related subordinated debt indenture referenced in paragraph (1) above) under which the Debentures are to be issued have been duly executed and delivered in substantially the forms filed as exhibits to the Registration Statement, when the terms of the Trust Guarantees, the related Capital Securities and the corresponding Debentures and of their issuance have been duly established in conformity with the guarantee and related agreements, the trust agreements and the related indenture and supplemental indentures, as applicable, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the relevant Trust and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the relevant Trust, and when the Trust Guarantees, the related Capital Securities and the corresponding Debentures have been duly executed and (if required) authenticated in accordance with the guarantee and related agreements, the trust agreements and the related indenture and supplemental indentures, as applicable, and issued and sold by the Company and the respective Trusts, as applicable, as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions, the Trust Guarantees and the Debentures will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Trust Guarantees and Debentures covered by the opinion in this paragraph include any Trust Guarantees and Debentures that, with the corresponding Capital Securities, may be issued as part of the units or upon exercise or otherwise pursuant to the terms of any other Company Securities.

GSFC Securities. The indentures relating to the senior debt securities of GSFC, which are dated as of December 4, 2007 and October 10, 2008, have each been duly authorized, executed and delivered by GSFC and the Company, as guarantor. When the Registration Statement has become effective under the Act, when supplemental indentures modifying such indenture dated as of October 10, 2008 to provide for the issuance of subordinated debt securities of GSFC have been duly executed and delivered by GSFC and the Company, as guarantor, when the terms of the GSFC Securities and of their issuance and sale have been duly established in conformity with the applicable indenture or supplemental indenture under which they are to be issued so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon GSFC or the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over GSFC or the Company, and when the GSFC Securities have been duly executed and authenticated in accordance with the applicable indenture or supplemental indenture and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions, the GSFC Securities will constitute valid and legally binding obligations of GSFC, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The GSFC Securities covered by the opinion in this paragraph include any GSFC Securities that may be issued as part of the units of GSFC referenced in the first paragraph of this letter but do not include any senior debt securities of GSFC of the series entitled “Medium-Term Notes, Series E,” “Medium-Term Notes, Series F” and “Warrants, Series G,” which we understand are the subject of a separate opinion issued by Sidley Austin LLP and filed as Exhibit 5.6 to the Registration Statement.

GSFC Guarantees. The fourth supplemental indenture dated as of August 21, 2018 (the “fourth supplemental indenture”) supplementing the indenture relating to the senior debt securities of GSFC, dated as of October 10, 2008, has been duly authorized, executed and delivered by GSFC and the Company, as Guarantor. When the Registration Statement has become effective under the