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The financial statements of Goldman Sachs as of November 28, 1997 and
November 27, 1998 and for each of the three years in the period ended November
27, 1998 included in this prospectus and the financial statement schedule
included in the registration statement have been so included in reliance on the
report of Pricewaterhouse-Coopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The historical consolidated income statement data and balance sheet
data set forth in "Selected Consolidated Financial Data" for each of the five
years in the period ended November 27, 1998 included in this prospectus have
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The Pro Forma Consolidated Income Statement Information for the year
ended November 27, 1998 included in this prospectus has been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
on their examination of the Pro Forma Adjustments as described in Note 2 to the
Pro Forma Consolidated Financial Information, and the application of those
adjustments to the historical amounts in the Pro Forma Consolidated Income
Statement Information for the year ended November 27, 1998, given on the
authority of said firm as experts in performing examinations of pro forma
financial information in accordance with standards established by the American
Institute of Certified Public Accountants.
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations", except for the (i)
information presented under the headings "VaR" or "VaR Methodology, Assumptions
and Limitations" and (ii) information for the three months ended February 26,
1999 and February 27, 1998, taken as a whole, of Goldman Sachs for the
three-year period ended November 27, 1998 included in this prospectus has been
so included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in performing
examinations of management's discussion and analysis of financial condition and
results of operations in accordance with standards established by the American
Institute of Certified Public Accountants.
With respect to the unaudited condensed consolidated financial
statements of Goldman Sachs as of and for the three months ended February 26,
1999 and for the three months ended February 27, 1998, and the unaudited
consolidated pro forma balance sheet information as of February 26, 1999 and the
related unaudited consolidated pro forma income statement information for the
three months then ended, included in this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
reports dated April 9, 1999 with respect to the unaudited condensed consolidated
financial statements of Goldman Sachs as of and for the three months ended
February 26, 1999 and for the three months ended
February 27, 1998, and May 3, 1999 with respect to the unaudited pro forma
consolidated balance sheet information as of February 26, 1999 and the related
unaudited pro forma consolidated income statement information for the three
months then ended, appearing herein state that they did not audit and they do
not express an opinion on the unaudited historical financial information or the
unaudited pro forma financial information. Accordingly, the degree of reliance
on their reports on such information should be restricted in light of the
limited nature of the review procedures applied. PricewaterhouseCoopers LLP is
not subject to the liability provisions of Section 11 of the Securities Act of
1933 for their reports on the unaudited historical financial information and on
the unaudited pro forma financial information because those reports are not a
"report" or a "part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
Except as otherwise indicated, all amounts with respect to the volume, number and market share of mergers and acquisitions and underwriting transactions and related ranking information included in this prospectus have been derived from information compiled and classified by Securities Data Company and have been so included in reliance on Securities Data Company's authority as experts in compiling and classifying information as to securities transactions.
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