Exhibit 8.1


                    [Letterhead of Sullivan & Cromwell LLP]



                                                January 30, 2004




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") and
Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III and
Goldman Sachs Capital IV (each, an "Issuer Trust") in connection with the
registration under the Securities Act of 1933 of $23,000,000,000 aggregate
amount of the Company's Debt Securities, Warrants, Purchase Contracts, Units,
Preferred Stock or Depositary Shares, Common Stock and Rights, and the Issuer
Trusts' Capital Securities 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 discussion 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