Exhibit 31
Re: GSAMP Trust 2006-S5 (the "Trust") Mortgage Pass-Through Certificates, Series
2006-S5, issued pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2006 (the "Pooling and Servicing Agreement"), among GS Mortgage
Securities Corp., as depositor (the "Depositor"), Ocwen Loan Servicing, LLC, as
servicer (the "Servicer"), U.S. Bank National Association, as a custodian ("U.S.
Bank") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and
as a custodian
I, Xxxxxxxx Xxxx, certify that:
1.I have reviewed this report on Form 10-K and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K of the
Trust;
2.Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements required in this
report under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act periodic reports, the Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment of
compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and the
Servicer.
Date: March 29, 2007
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
Vice President
GS Mortgage Securities Corp.
