8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

December 22, 2015

THE GOLDMAN SACHS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	No. 001-14965		No. 13-4019460
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
200 West Street New York, New York		10282
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 902-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements and Exhibits.

Exhibits are filed herewith in connection with (i) the offering by The Goldman Sachs Group, Inc. (the “Company”) of its Debt Securities, Warrants, Purchase Contracts, Units, Preferred Stock and Depositary Shares and Common Stock, from time to time pursuant to the Prospectus dated December 22, 2015 and (ii) the offering by GS Finance Corp. of its Debt Securities, Warrants and Units guaranteed by the Company, from time to time pursuant to the Prospectus dated December 22, 2015, which form a part of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-198735) (as amended, the “Registration Statement”).

(d) Exhibits.

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

8.1	Tax Opinion of Sullivan & Cromwell LLP.
8.2	Tax Opinion of Sidley Austin LLP — The Goldman Sachs Group, Inc.
8.3	Tax Opinion of Sidley Austin LLP — GS Finance Corp.
23.1	Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1).
23.2	Consent of Sidley Austin LLP (included as part of Exhibit 8.2).
23.3	Consent of Sidley Austin LLP (included as part of Exhibit 8.3).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOLDMAN SACHS GROUP, INC.
	(Registrant)
Date: December 22, 2015	By:	/s/ Kenneth L. Josselyn
		Name:	Kenneth L. Josselyn
		Title:	Assistant Secretary

EX-8.1

Exhibit 8.1

[Letterhead of Sullivan & Cromwell LLP]

December 22, 2015

The Goldman Sachs Group, Inc.,

        200 West Street,

            New York, New York 10282.

Ladies and Gentlemen:

We refer to (i) the Prospectus, dated the date hereof of The Goldman Sachs Group, Inc. (the “Company”) relating to the offering from time to time of the Company’s Debt Securities, Warrants, Purchase Contracts, Units, Preferred Stock, Depositary Shares and Common Stock (the “Company Securities”) and (ii) the Prospectus, dated the date hereof of GS Finance Corp. (“GSFC”) relating to the offering from time to time of GSFC’s Debt Securities, Warrants and Units and the guarantee thereof by the Company (the “GSFC Securities” and, together with the Company Securities, the “Securities”). Each of the Prospectuses referenced above forms a part of, and this opinion is filed as an exhibit to, the Registration Statement previously filed under the Securities Act of 1933 (the “Act”) relating to the Securities (File No. 333-198735). As counsel to the Company and GSFC, we hereby confirm to you that the discussion set forth under the headings “United States Taxation” in each such Prospectus is our opinion, subject to the qualifications and 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 headings “United States Taxation” in each such Prospectus. In addition, if a prospectus supplement or a pricing supplement relating to the offer and sale of any particular Security is prepared and filed by the Company or GSFC with the Securities and Exchange Commission on a future date and the prospectus supplement or pricing supplement, as applicable, contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us in substantially such form. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

EX-8.2

	SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX	BEIJING BOSTON BRUSSELS CENTURY CITY CHICAGO DALLAS GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO	SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		FOUNDED 1866

Exhibit 8.2

December 22, 2015

The Goldman Sachs Group, Inc.

        200 West Street

            New York, New York 10282

Ladies and Gentlemen:

As United States tax counsel to The Goldman Sachs Group, Inc. (the “Company”) in connection with the registration under the Securities Act of 1933 of the Company’s Debt Securities, Warrants, Purchase Contracts, Units, Preferred Stock and Depositary Shares (collectively, the “Securities”), pursuant to the Prospectus, dated the date hereof, of the Company, which forms a part of the Registration Statement of the Company to which this opinion is incorporated by reference as an exhibit (File No. 333-198735) (the “Registration Statement”), we hereby confirm to you that the discussion set forth under the heading “United States Taxation” therein is our opinion, subject to the qualifications and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof and its incorporation by reference into the Registration Statement and to the reference to us under the heading “United States Taxation” in the Prospectus. In addition, if a prospectus supplement or pricing supplement relating to the offer and sale of any particular Security is prepared and filed by the Company with the Commission on a future date and the prospectus supplement or pricing supplement contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us in substantially such form. 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/ Sidley Austin LLP

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

EX-8.3

	SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX	BEIJING BOSTON BRUSSELS CENTURY CITY CHICAGO DALLAS GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO	SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		FOUNDED 1866

Exhibit 8.3

December 22, 2015

GS Finance Corp.

c/o The Goldman Sachs Group, Inc.

        200 West Street

            New York, New York 10282

The Goldman Sachs Group, Inc.

        200 West Street

            New York, New York 10282

Ladies and Gentlemen:

As United States tax counsel to GS Finance Corp. (the “Company”) and The Goldman Sachs Group, Inc. (the “Guarantor”) in connection with the registration under the Securities Act of 1933 of the Company’s Debt Securities, Warrants and Units and the guarantee thereof by the Guarantor, pursuant to the Prospectus, dated the date hereof, of the Company and the Guarantor, which forms a part of the Registration Statement of the Company and the Guarantor to which this opinion is incorporated by reference as an exhibit (File No. 333-198735) (the “Registration Statement”), we hereby confirm to you that the discussion set forth under the heading “United States Taxation” therein is our opinion, subject to the qualifications and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed by the Guarantor with the Securities and Exchange Commission (the “Commission”) on the date hereof and its incorporation by reference into the Registration Statement and to the reference to us under the heading “United States Taxation” in the Prospectus. In addition, if a prospectus supplement or pricing supplement relating to the offer and sale of any particular security referenced above is prepared and filed by the Company and the Guarantor with the Commission on a future date and the prospectus supplement or pricing supplement contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us. 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/ Sidley Austin LLP

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.