Form 485BPOS GOLDMAN SACHS TRUST
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1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
July 29, 2021
Goldman Sachs Trust
71 South Wacker Drive
Chicago, Illinois 60606
Goldman Sachs Trust
File Nos. 033-17619 and 811-05349
Ladies and Gentlemen:
We have acted as counsel to Goldman Sachs Trust (the Registrant), a Delaware statutory trust, in connection with amendments to and restatements of the Registrants registration statement on Form N-1A under the Securities Act of 1933, as amended (the 1933 Act), and under the Investment Company Act of 1940, as amended (the Registration Statement) relating to the issuance and sale by the Registrant of its authorized shares, divided into several series and classes. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion, and we are familiar with the Registrants Declaration of Trust and Amended and Restated By-Laws, each as amended to date.
Based upon the foregoing, we are of the opinion that the Shares of each Series and Class have been duly authorized for issuance and, when issued and delivered against payment therefor in accordance with the terms, conditions, requirements and procedures described in the Registration Statement, will be validly issued and, subject to the qualifications set forth in the Declaration of Trust, fully paid and non-assessable beneficial interests in such Series and Class. In this regard, we note that, pursuant to Section 2 of Article VIII of the Declaration of Trust, the Trustees have the power to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Registrants custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.
|Very truly yours,|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Goldman Sachs Trust of our reports dated May 26, 2021, relating to the financial statements and financial highlights of each of the funds listed in Appendix A (collectively, the Funds), which appear in the Funds Annual Reports on Form N-CSR for the period ended March 31, 2021. We also consent to the references to us under the headings Financial Statements, Independent Registered Public Accounting Firm and Financial Highlights in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
July 29, 2021
|Goldman Sachs Dynamic Municipal Income Fund|
|Goldman Sachs High Yield Municipal Fund|
|Goldman Sachs Municipal Income Completion Fund|
|Goldman Sachs Short Duration Tax-Free Fund|
|Goldman Sachs Enhanced Income Fund|
|Goldman Sachs Government Income Fund|
|Goldman Sachs High Quality Floating Rate Fund|
|Goldman Sachs Inflation Protected Securities Fund|
|Goldman Sachs Short Duration Government Fund|
|Goldman Sachs Short Duration Bond Fund (formerly known as Goldman Sachs Short Duration Income Fund)|
|Goldman Sachs Short Term Conservative Income Fund|
|Goldman Sachs Emerging Markets Debt Fund|
|Goldman Sachs High Yield Fund|
|Goldman Sachs High Yield Floating Rate Fund|
|Goldman Sachs Investment Grade Credit Fund|
|Goldman Sachs Local Emerging Markets Debt Fund|
|Goldman Sachs US Mortgages Fund|
|Goldman Sachs Bond Fund|
|Goldman Sachs Core Fixed Income Fund|
|Goldman Sachs Global Core Fixed Income Fund|
|Goldman Sachs Income Fund|
|Goldman Sachs Long Short Credit Strategies Fund|
|Goldman Sachs Strategic Income Fund|
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