Exhibit (i)(32)

Opinion and Consent of Counsel

[Letterhead of Dechert LLP]

June 11, 2007

Goldman Sachs Trust
71 South Wacker Drive
Chicago, IL 60606

Re:	Goldman Sachs Trust
	Post-Effective Amendment No. 159 to the
	Registration Statement on Form N-1A (“Registration Statement”)

Dear Ladies and Gentlemen:

     We have acted as counsel for Goldman Sachs Trust (the “Registrant”), a statutory trust duly organized and validly existing under the laws of the State of Delaware, in connection with the registration statement relating to the issuance and sale by the Registrant of an unlimited number of shares of beneficial interest of Goldman Sachs Concentrated Emerging Markets Equity Fund (“shares”), a series of the Registrant, under the Securities Act of 1933, as amended (the “1933 Act”), and under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion, and we are familiar with the Registrant’s Declaration of Trust and By-Laws, each as amended to date.

     Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. 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 Registrant’s Statement of Additional Information of the Registration Statement to be dated on or about June 12, 2007, and in any revised or amended versions thereof. 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,

/s/ Dechert LLP

Dechert LLP