8-KExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Exhibit Filing (Jul 18, 2011)

Filed July 18, 2011For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing by The Goldman Sachs Group, Inc. (GS) on July 18, 2011, primarily serves to provide updated exhibits related to its previously filed Registration Statement on Form S-3ASR. This registration statement covers the potential offering of Medium-Term Notes, Series D. The key items being filed are legal and tax opinions from Sidley Austin LLP concerning these notes. For investors, this filing indicates that Goldman Sachs is maintaining its shelf registration for debt securities, allowing for flexibility in issuing Medium-Term Notes as market conditions permit. The inclusion of legal and tax opinions from a reputable law firm like Sidley Austin LLP lends assurance regarding the validity and tax implications of these potential offerings, which is a standard procedural step for debt issuances under a shelf registration. It does not represent a new offering or significant financial event in itself, but rather supports the ongoing ability to access capital markets.

Key Highlights

  • 1Goldman Sachs Group, Inc. filed an 8-K on July 18, 2011.
  • 2The filing relates to a Registration Statement on Form S-3ASR for Medium-Term Notes, Series D.
  • 3Key exhibits filed include legal and tax opinions from Sidley Austin LLP.
  • 4Exhibit 5.1 is a legal opinion regarding the legality of certain Medium-Term Notes, Series D.
  • 5Exhibit 8.1 is a tax opinion concerning certain federal tax matters related to these notes.
  • 6Consents from Sidley Austin LLP are also included as exhibits 23.1 and 23.2.
  • 7This filing supports the ongoing ability to issue debt securities under an existing shelf registration.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide updated exhibits, specifically legal and tax opinions from Sidley Austin LLP, related to Goldman Sachs's existing Registration Statement on Form S-3ASR. This registration statement allows the company to register Medium-Term Notes, Series D, for potential future offerings.

No, this filing does not represent a new debt offering. It is a procedural update that provides supporting legal and tax documentation for Medium-Term Notes that may be offered under a previously filed shelf registration statement.

The legal opinion confirms the validity and legality of the Medium-Term Notes, Series D, that may be issued, and the tax opinion provides clarity on certain federal tax matters associated with these notes. These opinions, provided by Sidley Austin LLP, offer assurance to potential investors about the legal and tax aspects of these debt securities.

Companies typically file legal and tax opinions related to registered securities as exhibits to a Form 8-K when those opinions are updated or newly issued to support an ongoing shelf registration. This makes the information publicly available and supplements the registration statement.