Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 165 753K
Pursuant to a Transaction
2: EX-1.8 Form of Underwriting Agreement Capital Securities 21 98K
9: EX-4.10 Certificate of Trust of Goldman Sachs Capital I 1 15K
10: EX-4.11 Trust Agreement of Goldman Sachs Capital I 4 25K
11: EX-4.12 Certificate of Trust of Goldman Sachs Capital Ii 1 15K
12: EX-4.13 Trust Agreement of Goldman Sachs Capital Ii 4 25K
13: EX-4.14 Certificate of Trust of Goldman Sachs Capital Iii 1 15K
14: EX-4.15 Trust Agreement of Goldman Sachs Capital Iii 4 25K
15: EX-4.16 Certificate of Trust of Goldman Sachs Capital Iv 1 15K
16: EX-4.17 Trust Agreement of Goldman Sachs Capital Iv 4 25K
17: EX-4.18 Form of Agmt as to Expenses & Liabilities-Gs Cap I 5 23K
18: EX-4.19 Form of Agmt Expenses/Liabilities-Gs Cap Ii 5 23K
19: EX-4.20 Form of Agmt Expenses/Liabilities-Gs Cap Iii 5 23K
20: EX-4.21 Form of Agmt Expenses/Liabilities-Gs Cap Iv 5 23K
21: EX-4.22 Form of Guarantee Agreement for Gs Capital I 22 80K
22: EX-4.23 Form of Guarantee Agreement for Gs Capital Ii 22 80K
23: EX-4.24 Form of Guarantee Agreement for Gs Capital Iii 22 80K
24: EX-4.25 Form of Guarantee Agreement for Gs Capital Iv 22 80K
3: EX-4.4 Form of Subordinated Indenture 82 294K
4: EX-4.5 Form of Supplemental Indenture 27 101K
5: EX-4.6 Form of Amended & Restated Trust Agmt-Gs Cap I 76 276K
6: EX-4.7 Form of Amended & Restated Trust Agmt-Gs Cap Ii 76 276K
7: EX-4.8 Form of Amended & Restated Trust Agmt-Gs Cap Iii 76 276K
8: EX-4.9 Form of Amended & Restated Trust Agmt-Gs Cap Iv 76 276K
25: EX-5.1 Opinion of Richards, Layton & Finger, Pa-Gs Cap I 3 23K
26: EX-5.2 Opinion of Richards, Layton & Finger, Pa-Gs Cap Ii 3 23K
27: EX-5.3 Opinion of Richards, Layton Finger, Pa-Gs Cap Iii 3 23K
28: EX-5.4 Opinion of Richards, Layton & Finger, Pa-Gs Cap Iv 3 23K
29: EX-5.5 Opinion of Sullivan & Cromwell LLP 8 41K
30: EX-8.1 Tax Opinion of Sullivan & Cromwell LLP 1 16K
31: EX-15.1 Letter Re Unaudited Interim Financial Information 2± 20K
32: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 15K
33: EX-25.1 Statement of Eligibility 6 29K
42: EX-25.10 Statement of Eligibility 6 30K
43: EX-25.11 Statement of Eligibility 6 30K
34: EX-25.2 Statement of Eligibility 6 30K
35: EX-25.3 Statement of Eligibility 6 30K
36: EX-25.4 Statement of Eligibility 6 30K
37: EX-25.5 Statement of Eligibility 6 30K
38: EX-25.6 Statement of Eligibility 6 30K
39: EX-25.7 Statement of Eligibility 6 29K
40: EX-25.8 Statement of Eligibility 6 29K
41: EX-25.9 Statement of Eligibility 6 29K
EX-5.2 — Opinion of Richards, Layton & Finger, Pa-Gs Cap Ii
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Exhibit 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
January 30, 2004
Goldman Sachs Capital II
c/o The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Re: Goldman Sachs Capital II
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Goldman Sachs
Group, Inc, a Delaware corporation (the "Company"), and Goldman Sachs Capital
II, a Delaware statutory trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated January 20, 2004 as
filed with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on January 21, 2004;
(b) The Trust Agreement of the Trust, dated as of January 20, 2004
between the Company and the trustee of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a prospectus with respect to the Trust (the "Prospectus"),
relating to the Capital Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Capital Security" and
collectively, the "Capital Securities"), filed by the Company and the Trust with
the Securities and Exchange Commission on or about January 30, 2004;
(d) A form of Amended and Restated Trust Agreement for the Trust, to
be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of the Trust (including Exhibits B
Goldman Sachs Capital II
January 30, 2004
Page 2
and C thereto) (the "Trust Agreement"), designated as an exhibit to the
Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated January 30,
2004, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate of Trust are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Capital Security is to be issued by the Trust (collectively, the "Capital
Security Holders") of a Capital Security Certificate for such Capital Security
and the payment for such Capital Security, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Capital Securities
are issued and sold to the Capital Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Goldman Sachs Capital II
January 30, 2004
Page 3
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act.
2. The Capital Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of the Securities" in
the Prospectus. In giving the foregoing consents, 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, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger PA
CDK
Dates Referenced Herein and Documents Incorporated by Reference
5 Subsequent Filings that Reference this Filing
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