Common use of THROUGH Clause in Contracts

THROUGH. inclusive, to the Guarantor’s Annual Report on Form 10-K for the fiscal year ended ............., 20... [and exhibits nos. .... through ...., inclusive, to the Guarantor’s Quarterly Report on Form 10-Q for the quarterly period ended .............., 20....] [and exhibit[s] no[s]. __ to the Guarantor’s Current Report on Form 8-K filed __, 20..]. [(11)][(12)] Neither the Company nor the Guarantor is [Use the following if the opinion is being delivered at a Time of Delivery —, and immediately after giving effect to the offering and sale of the Securities, would not be on the date hereof] an “investment company” as such term is defined in the Investment Company Act of 1940. In connection with our opinions set forth in paragraphs ((3), (4), (7), (8), (9)[ and (10)][, (10) and (11)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security neither the authorization of the Series nor the authorization of the Guarantee will have been modified or rescinded and each of the Company and the Guarantor will comply with the limits on the incurrence of indebtedness that it has adopted pursuant to the relevant authorization, as those limits may be modified from time to time and (b) that, with respect to each Security, such Security will conform to one of the five forms of Securities (floating rate, fixed rate, index-linked and master notes) that are included as [exhibit (nos. 4.77, 4.80, 4.84, 4.87, 4.88 and 4.89)] respectively, to the Registration Statement of the Company and the Guarantor on Form S-3 (File Number 333-[ ]) relating to the Series or to any substantially similar form. In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security or the Guarantee and (b) that the issuance, sale and delivery of each particular Security, all of the terms thereof and the performance by the Company and the Guarantor of their respective obligations thereunder will comply with applicable law and each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor and will not result in a default under or breach of any agreement or instrument then binding upon the Company or the Guarantor. In connection with our opinions set forth in paragraph (3), (4), [(8)][(9)] and [(9)][(10)] above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the second preceding paragraph would not require the Company or the Guarantor to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Company to issue, sell and deliver such Security, and would not result in a violation of applicable law. In connection with our opinion set forth in paragraph (11) above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the third preceding paragraph will not cause the issuance, sale or delivery of such Security, or the compliance of the Company or the Guarantor with such terms, to violate the Company’s Certificate of Incorporation or By-Laws or the Guarantor’s Restated Certificate of Incorporation or Amended and Restated By-laws.] [Use the following if the opinion is not being delivered at a Time of Delivery or if the Securities are denominated in a non-U.S. dollar currency — In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we note that, as of the date of this opinion, a judgment for money in an action based on Securities denominated in foreign currencies or currency units in a Federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.] We are expressing no opinion in paragraphs [(8)][(9)] and [(9)][(10)] above, insofar as the issuance of the Securities in accordance with the Indenture and the sale of the Securities by the Company to the Agent[s] pursuant to the MTNF Distribution Agreement and any applicable Terms Agreement, and the performance by the Company and the Guarantor of their respective obligations under the Securities or the Guarantee, as applicable, the Indenture and the MTNF Distribution Agreement and the consummation by the Company and the Guarantor of the transactions contemplated therein, are concerned, as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights. Also, for purposes of the opinion in paragraphs (4) and [(9)][(10)] above, “Other Covered Laws” means the Federal laws of the United States and the laws of the State of New York (including, in each case, the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the MTNF Distribution Agreement and any applicable Terms Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Guarantor, the MTNF Distribution Agreement, any applicable Terms Agreement, the Securities, the Indenture or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or the Guarantor or the Guarantor’s affiliates due to its or their status, business or assets (including any such regime applicable to banks, bank holding companies or broker-dealers), or solely for purposes in the opinion in paragraph [(9)][(10)] above, any Federal or state securities laws. With respect to our opinion set forth in paragraphs (3) and [(8)][(9)] above, we note that the Guarantor and each of its transactions, including those contemplated in the MTNF Distribution Agreement, any applicable Terms Agreement and the Indenture, are also subject to (i) general provisions of the Banking Laws prohibiting the Guarantor from engaging in unsafe and unsound practices, (ii) the U.S. Federal Reserve Act, relating to transactions among the Guarantor and the Guarantor’s affiliates, and (iii) other requirements of a prudential nature that are set forth in the Banking Laws, as to all of which we express no opinion. In connection with our opinion set forth in paragraph [(11)][(12)] above, we have assumed, without independent verification, that the statements set forth in Annex A hereto are true and that the Company will conduct its operations as stated in Annex A, notwithstanding that the statements reflect intentions of the Company. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law 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 upon information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee[Use the following if the opinion is being delivered at a Time of Delivery — , that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers] and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This opinion is furnished by us, as counsel for the Company and the Guarantor, to the Agents, solely for the benefit of the Agents in their capacity as such, and may not be relied upon by any other person. This opinion may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. Very truly yours, For purposes of the opinion expressed in paragraph [(11)][(12)] of the letter to which this Annex A is attached, it is assumed, without independent verification, that the following statements about GS Finance Corp., a Delaware corporation (the “Company”), are true.

THROUGH. inclusive, to the Guarantor’s Annual Report on Form 10-K for the fiscal year ended ............., 20... [and exhibits nos. .... through ...., inclusive, to the Guarantor’s Quarterly Report on Form 10-Q for the quarterly period ended .............., 20....] [and exhibit[s] no[s]. __ to the Guarantor’s Current Report on Form 8-K filed __, 20...]. [(11)][(12)] Neither the Company nor the Guarantor is [Use the following if the opinion is being delivered at a Time of Delivery —, and immediately after giving effect to the offering and sale of the Securities, would not be on the date hereof] an “investment company” as such term is defined in the Investment Company Act of 1940. In connection with our opinions set forth in paragraphs ((3), (4), (7), (8), (9)[ and (10)][, (10) and (11)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security neither the authorization of the Series nor the authorization of the Guarantee will have been modified or rescinded and each of the Company and the Guarantor will comply with the limits on the incurrence of indebtedness that it has adopted pursuant to the relevant authorization, as those limits may be modified from time to time and (b) that, with respect to each Security, such Security will conform to one of the five forms form of Securities (floating rate, fixed rate, index-linked and master notes) that are is included as [exhibit (nos. 4.77to Form 8-K filed __, 4.80, 4.84, 4.87, 4.88 and 4.89)] respectively, to the Registration Statement of the Company and the Guarantor on Form S-3 (File Number 333-[ ]) relating to the Series 20 or to any substantially similar form. In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security or the Guarantee and (b) that the issuance, sale and delivery of each particular Security, all of the terms thereof and the performance by the Company and the Guarantor of their respective obligations thereunder will comply with applicable law and each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor and will not result in a default under or breach of any agreement or instrument then binding upon the Company or the Guarantor. In connection with our opinions set forth in paragraph (3), (4), [(8)][(9)] and [(9)][(10)] above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the second preceding paragraph would not require the Company or the Guarantor to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Company to issue, sell and deliver such Security, and would not result in a violation of applicable law. In connection with our opinion set forth in paragraph (11) above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the third preceding paragraph will not cause the issuance, sale or delivery of such Security, or the compliance of the Company or the Guarantor with such terms, to violate the Company’s Certificate of Incorporation or By-Laws or the Guarantor’s Restated Certificate of Incorporation or Amended and Restated By-laws.] [Use the following if the opinion is not being delivered at a Time of Delivery or if the Securities are denominated in a non-U.S. dollar currency — In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we note that, as of the date of this opinion, a judgment for money in an action based on Securities denominated in foreign currencies or currency units in a Federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.] We are expressing no opinion in paragraphs [(8)][(9)] and [(9)][(10)] above, insofar as the issuance of the Securities in accordance with the Indenture and the sale of the Securities by the Company to the Agent[s] pursuant to the MTNF Series G Distribution Agreement and any applicable Terms Agreement, and the performance by the Company and the Guarantor of their respective obligations under the Securities or the Guarantee, as applicable, the Indenture and the MTNF Series G Distribution Agreement and the consummation by the Company and the Guarantor of the transactions contemplated therein, are concerned, as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights. Also, for purposes of the opinion in paragraphs (4) and [(9)][(10)] above, “Other Covered Laws” means the Federal laws of the United States and the laws of the State of New York (including, in each case, the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the MTNF Series G Distribution Agreement and any applicable Terms Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Guarantor, the MTNF Series G Distribution Agreement, any applicable Terms Agreement, the Securities, the Indenture or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or the Guarantor or the Guarantor’s affiliates due to its or their status, business or assets (including any such regime applicable to banks, bank holding companies or broker-dealers), or solely for purposes in the opinion in paragraph [(9)][(10)] above, any Federal or state securities laws. With respect to our opinion set forth in paragraphs (3) and [(8)][(9)] above, we note that the Guarantor and each of its transactions, including those contemplated in the MTNF Series G Distribution Agreement, any applicable Terms Agreement and the Indenture, are also subject to (i) general provisions of the Banking Laws prohibiting the Guarantor from engaging in unsafe and unsound practices, (ii) the U.S. Federal Reserve Act, relating to transactions among the Guarantor and the Guarantor’s affiliates, and (iii) other requirements of a prudential nature that are set forth in the Banking Laws, as to all of which we express no opinion. In connection with our opinion set forth in paragraph [(11)][(12)] above, we have assumed, without independent verification, that the statements set forth in Annex A hereto are true and that the Company will conduct its operations as stated in Annex A, notwithstanding that the statements reflect intentions of the Company. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law 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 upon information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee[Use the following if the opinion is being delivered at a Time of Delivery — , that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers] and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This opinion is furnished by us, as counsel for the Company and the Guarantor, to the Agents, solely for the benefit of the Agents in their capacity as such, and may not be relied upon by any other person. This opinion may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. Very truly yours, For purposes of the opinion expressed in paragraph [(11)][(12)] of the letter to which this Annex A is attached, it is assumed, without independent verification, that the following statements about GS Finance Corp., a Delaware corporation (the “Company”), are true.

THROUGH. inclusive, to the Guarantor’s Annual Report on Form 10-K for the fiscal year ended ............., 20... [and exhibits nos. .... through ...., inclusive, to the Guarantor’s Quarterly Report on Form 10-Q for the quarterly period quarter ended .............., 20....] [and exhibit[s] no[s]. __ to the Guarantor’s Current Report on Form 8-K filed __, 20..]. [(11)][(12)] Neither the Company nor the Guarantor is [Use the following if the opinion is being delivered at a Time of Delivery —, and immediately after giving effect to the offering and sale of the Securities, would not be on the date hereof] an “investment company” as such term is defined in the Investment Company Act of 1940. [Use the following if the opinion is not being delivered at a Time of Delivery — In connection with our opinions set forth in paragraphs ((3), (4), (7), (8), (9)[ and (10)][, (10) and (11)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security neither the authorization of the Series nor the authorization of the Guarantee will have been modified or rescinded and each of the Company and the Guarantor will comply with the limits on the incurrence of indebtedness that it has adopted pursuant to the relevant authorization, as those limits may be modified from time to time and (b) that, with respect to each Security, such Security will conform to one of the five forms of Securities (floating rate, fixed rate, index-linked and master notes) that are included as [exhibit (nos. 4.77, 4.80, 4.84, 4.87, 4.88 [4.81] and 4.89)[4.90] respectively, to the Registration Statement of the Company and the Guarantor on Form S-3 (File Number 333-[ ]) relating to the Series or to any substantially similar form. In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we have assumed (a) that at the time of the issuance, sale and delivery of each particular Security there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security or the Guarantee and (b) that the issuance, sale and delivery of each particular Security, all of the terms thereof and the performance by the Company and the Guarantor of their respective obligations thereunder will comply with applicable law and each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor and will not result in a default under or breach of any agreement or instrument then binding upon the Company or the Guarantor. In connection with our opinions set forth in paragraph (3), (4), [(8)][(9)] and [(9)][(10)] above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the second preceding paragraph would not require the Company or the Guarantor to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Company to issue, sell and deliver such Security, and would not result in a violation of applicable law. In connection with our opinion set forth in paragraph (11) above, we have assumed with respect to each particular Security that the inclusion therein of any alternative or additional terms that are not currently specified in the applicable forms thereof specified in the third preceding paragraph will not cause the issuance, sale or delivery of such Security, or the compliance of the Company or the Guarantor with such terms, to violate the Company’s Certificate of Incorporation or By-Laws or the Guarantor’s Restated Certificate of Incorporation or Amended and Restated By-laws.] [Use the following if the opinion is not being delivered at a Time of Delivery or if the Securities are denominated in a non-U.S. dollar currency — In connection with our opinions set forth in paragraph[s] (7) [and (8)] above, we note that, as of the date of this opinion, a judgment for money in an action based on Securities denominated in foreign currencies or currency units in a Federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.] We are expressing no opinion in paragraphs [(8)][(9)] and [(9)][(10)] above, insofar as the issuance of the Securities in accordance with the Indenture and the sale of the Securities by the Company to the Agent[s] pursuant to the MTNF Series G Distribution Agreement and any applicable Terms Agreement, and the performance by the Company and the Guarantor of their respective obligations under the Securities or the Guarantee, as applicable, the Indenture and the MTNF Series G Distribution Agreement and the consummation by the Company and the Guarantor of the transactions contemplated therein, are concerned, as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights. Also, for purposes of the opinion in paragraphs (4) and [(9)][(10)] above, “Other Covered Laws” means the Federal laws of the United States and the laws of the State of New York (including, in each case, the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the MTNF Series G Distribution Agreement and any applicable Terms Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Guarantor, the MTNF Series G Distribution Agreement, any applicable Terms Agreement, the Securities, the Indenture or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or the Guarantor or the Guarantor’s affiliates due to its or their status, business or assets (including any such regime applicable to banks, bank holding companies or broker-dealers), or solely for purposes in the opinion in paragraph [(9)][(10)] above, any Federal or state securities laws. With respect to our opinion set forth in paragraphs (3) and [(8)][(9)] above, we note that the Guarantor and each of its transactions, including those contemplated in the MTNF Series G Distribution Agreement, any applicable Terms Agreement and the Indenture, are also subject to (i) general provisions of the Banking Laws prohibiting the Guarantor from engaging in unsafe and unsound practices, (ii) the U.S. Federal Reserve Act, relating to transactions among the Guarantor and the Guarantor’s affiliates, and (iii) other requirements of a prudential nature that are set forth in the Banking Laws, as to all of which we express no opinion. In connection with our opinion set forth in paragraph [(11)][(12)] above, we have assumed, without independent verification, that the statements set forth in Annex A hereto are true and that the Company will conduct its operations as stated in Annex A, notwithstanding that the statements reflect intentions of the Company. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law 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 upon information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee[Use the following if the opinion is being delivered at a Time of Delivery — , that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers] and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This opinion is furnished by us, as counsel for the Company and the Guarantor, to the Agents, solely for the benefit of the Agents in their capacity as such, and may not be relied upon by any other person. This opinion may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. Very truly yours, For purposes of the opinion expressed in paragraph [(11)][(12)] of the letter to which this Annex A is attached, it is assumed, without independent verification, that the following statements about GS Finance Corp., a Delaware corporation (the “Company”), are true.