Exhibit 8.1


                    [Letterhead of Sullivan & Cromwell LLP]

                                                                    May 15, 2003




The Goldman Sachs Group, Inc.,
    85 Broad Street,
        New York, New York 10004.


Ladies and Gentlemen:

                  As counsel to The Goldman Sachs Group, Inc. (the "Company") in
connection with the issuance of up to $25,000,000,000 aggregate offering price
of the Company's Debt Securities, Warrants, Purchase Contracts, Units, Preferred
Stock or Depositary Shares pursuant to the Prospectus which forms a part of the
Registration Statement of the Company to which this opinion is filed as an
exhibit, we hereby confirm to you that the discussions set forth under the
heading "United States Taxation" therein is our opinion, subject to the
limitations set forth therein.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"United States Taxation" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.


                                                     Very truly yours,

                                                     /s/ Sullivan & Cromwell LLP