Exhibit 5.1
SIDLEY AUSTIN |BEIJING GENEVA SAN FRANCISCO
WOOLGATE EXCHANGE |BRUSSELS HONG KONG SHANGHAI
SIDLEY AUSTIN 25 BASINGHALL STREET |CHICAGO LONDON SINGAPORE
- ----------------| LONDON EC2V 5HA |DALLAS LOS ANGELES TOKYO
SIDLEY | DX NUMBER 580 LONDON CITY|FRANKFURT NEW YORK WASHINGTON, DC
+44 (0) 20 7360 3600 |
+44 (0) 20 7626 7937 FAX |
Granite Master Issuer plc
Fifth Floor
100 Wood Street
London
EC2V 7EX
April 20, 2006
Dear Sirs
Registration Statement on Form S-3
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1. INTRODUCTION
1.1 We have acted as English legal advisers to Granite Master Issuer plc
(the "Company") in connection with the above-referenced Registration
Statement in respect of the proposed issue of Notes by the Company.
1.2 Unless otherwise defined, capitalised terms defined in the Issue
Documents (as defined below) have the same meanings when used in this
letter.
1.3 We have examined copies of the documents mentioned in the Schedule
hereto and such other documents as we have considered necessary.
1.4 We have not made any investigation of, and do not express any opinion
on, the law of any jurisdiction other than England and Wales.
1.5 The headings to paragraphs in this letter are for information purposes
only and shall not otherwise form part of this letter.
2. ASSUMPTIONS
2.1 In considering the documents referred to above and in rendering this
opinion we have, without any further enquiry, assumed (save as expressly
stated):
(a) the capacity, power and authority of each of the parties (other
than the Company) to execute, deliver and perform the terms of the
documents specified in Part I of Schedule (together, the "Issue
Documents");
(b) the due execution and delivery of the Issue Documents;
A list of partners' names and their professional qualifications is open for
inspection at Woolgate Exchange 25 Basinghall Street, London, EC2V 5HA. All
partners are either solicitors or registered foreign lawyers.
The offices listed above (other than London) are offices of associated
Sidley Austin Partnerships. Regulated by the Law Society.
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(c) the conformity to original documents of any copy documents
examined by us and that the copy of the Memorandum and Articles of
Association of the Company examined by us is complete and up to
date and would, if issued today, comply, as respects the Articles
of Association, with Section 380 of the Companies Act 1985;
(d) that the Notes will be duly executed, issued and authenticated in
accordance with the provisions of the Amended and Restated Issuer
Trust Deed, the Issuer Paying Agent and Agent Bank Agreement and
the Sixth Supplemental Trust Deed (each as defined in the
Schedule);
(e) that no law of any jurisdiction outside England and Wales would
render execution, delivery or issue illegal or ineffective and
that, insofar as any obligation under any of the Issue Documents
or the Notes is performed in, or is otherwise subject to, any
jurisdiction other than England and Wales, its performance will
not be illegal or ineffective by virtue of the law of that
jurisdiction;
(f) that the information disclosed by our searches made today of the
records at the office of the Registrar of Companies in London and
at the Central Registry of Winding up petitions in relation to the
Company was then complete, up to date and accurate and has not
since then been materially altered or added to, and no notice of
intention to appoint an administrator or an application for an
administration order in respect of the Company has been presented
or filed in any court in England and Wales;
(g) that the Company is not, and will not be on the date on which the
Notes are issued, unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986 (as amended) and will not
become unable to do so in consequence of the transactions effected
by the Issue Documents;
(h) that the draft Minutes referred to in Part II of the Schedule will
represent a true record of the proceedings described therein of
duly convened, constituted and quorate meetings of the Boards of
Directors of the Company acting in the interests and for a proper
purpose of the Company and that the relevant meetings will be duly
held and that the authorisations to be given thereat will not
subsequently been revoked or amended;
(i) that any factual matters referred to in each Issue Document will
be true and accurate (including, without limitation, the accuracy
of the representations and warranties therein);
(j) that the relevant Issue Documents will in all material respects
relevant hereto be executed and delivered substantially in the
form of the relevant exhibit to the Registration Statement;
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(k) that none of the parties to the Issue Documents has taken or will
take any action in relation to the Notes (i) which would be a
contravention of Section 19 of the Financial Services and Markets
Act 2000 (the "FSMA") or (ii) in consequence of anything said or
done by a person in the course of carrying on investment business
(within the meaning of the FSMA) in contravention of that Section;
(l) that (i) none of the Issue Documents will be entered into and none
of the Notes will be issued in consequence of a communication in
relation to which there has been or will be a contravention of
Section 21 of the FSMA and (ii) no person has communicated or will
communicate any inducement or invitation to engage in investment
activity (within the meaning of the FSMA) in connection with the
Issue Documents or the issue of the Notes in contravention of
Section 21 of the FSMA; and
(m) that any party to any of the Issue Documents which is subject to
the supervision of any regulatory authority in the United Kingdom
has complied and will comply with the requirements of such
regulatory authority in connection with the issue, offering or
sale of the Notes.
We express no opinion as to matters of fact.
3. OPINION
Based on the foregoing and subject to such legal and other considerations
and qualifications as are stated herein, we are of the opinion that the
Notes will constitute valid and legally binding obligations of the
Company. As a result, those obligations would be enforceable in
proceedings before the English courts.
4. QUALIFICATIONS
The opinions given in paragraph 3 of this letter are subject to the
following qualifications:
(a) We do not express any opinion on European Community law as it
affects any jurisdiction other than England and Wales.
(b) Any enforcement of the obligations of the Company in proceedings
before the English courts would be by way of grant of a remedy in
the event of a breach of those obligations. The nature and
availability of the remedies provided by the English courts would
depend on the circumstances. These remedies, including an order by
the court requiring the payment of damages or the payment of a sum
due, would be available subject to the principles of law, equity
and procedures of general application. Some remedies, including an
order by the court requiring specific performance of an obligation
or the issue
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of an injunction, would be entirely within the discretion of the
court. The possibility of obtaining any remedy would be lost if
proceedings were not to be commenced within certain time limits.
The English courts have power to stay proceedings and may decline
jurisdiction, notably if concurrent proceedings are brought
elsewhere. Accordingly, enforcement of the obligations of the
Company under the Notes would not be certain in every
circumstance.
(c) The obligations of the Company under the Notes will be subject to
any law from time to time in force relating to liquidation or
administration or any other law or legal procedure affecting
generally the enforcement of creditors' rights.
5. GENERAL
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Sidley
Austin under the caption "Legal matters" in the Offering Circular. In
giving such consent, we do not admit that we are "experts", within the
meaning of the term used in the Securities Act 1933, as amended, or the
rules and regulations of the SEC issued thereunder, with respect to any
part of the Registration Statement including this opinion as an exhibit
or otherwise.
Yours faithfully,
/s/ Sidley Austin
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SCHEDULE
PART I
1. The issuer trust deed dated 19 January 2005 between the Company and The
Bank of New York, exhibited as Exhibit 4.6.1 to the Registration
Statement (the "Issuer Trust Deed").
2. A form of supplementary issuer trust deed between the Company and The
Bank of New York, exhibited as Exhibit 4.6.2 to the Registration
Statement (the "Supplemental Issuer Trust Deed").
3. The issuer paying agent and agent bank agreement amended and restated on
25 January 2006 between, inter alios, the Company and Citibank, N.A.,
exhibited as Exhibit 4.7 to the Registration Statement (the "Amended and
Restated Issuer Paying Agent and Agent Bank Agreement").
PART II
A draft of the Minutes of a Meeting of the Board of Directors of the Company
to be held on or about the Closing Date.
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