Exhibit 8.1
SIDLEY AUSTIN LLP |BEIJING GENEVA SAN FRANCISCO
787 SEVENTH AVENUE |BRUSSELS HONG KONG SHANGHAI
SIDLEY AUSTIN LLP NEW YORK, NY 10019 |CHICAGO LONDON SINGAPORE
- ----------------| 212 839 5300 |DALLAS LOS ANGELES TOKYO
SIDLEY | 212 839 5599 FAX |FRANKFURT NEW YORK WASHINGTON, DC
|
|
|FOUNDED 1866
April 20, 2006
Granite Master Issuer plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX
England
Re: Granite Master Issuer plc
Granite Finance Funding 2 Limited
Granite Finance Trustees Limited
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as United States tax counsel for Northern Rock plc, a
public limited company incorporated under the laws of England and Wales, in
connection with the preparation of the registration statement on Form S-3 (the
"Registration Statement") of Granite Master Issuer plc, Granite Finance
Funding 2 Limited and Granite Finance Trustees Limited (collectively, the
"Registrants") that was filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), on April 13, 2006, of
which the prospectus (the "Prospectus") forms a part. The US Notes will be
issued pursuant to a trust deed between The Bank of New York and the Issuer.
We have advised the Registrants with respect to certain United States
federal income tax consequences of the proposed issuance of the Notes. This
advice is described under the headings "Summary - Material United States
federal income tax consequences", "Summary of prospectus - United States
federal income tax" and "Material United States federal income tax
consequences" (collectively, the "Discussions") in the Prospectus relating to
the US Notes. We hereby confirm and adopt as our opinion the opinions set
forth in the Discussions.
This letter is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us. Our opinion as to the
matters set forth herein could change with respect to particular US Notes as a
result of changes in facts and circumstances, changes in the terms of the
documents reviewed by us, or changes in the law subsequent to the date hereof.
As the Registration Statement contemplates issuance of US Notes with numerous
different characteristics, the particular characteristics of such US Notes
must be considered in determining the applicability of this opinion to
particular US Notes.
Granite Master Issuer plc
Page 2
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm (as counsel to the
Registrants) under the headings "Summary - Material United States federal
income tax consequences", "Summary of prospectus - United States federal
income tax", "Material United States federal income tax consequences" and
"Legal matters" in the Prospectus forming a part of the Registration
Statement, without implying or admitting that we are "experts" within the
meaning of the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
/s/ Sidley Austin LLP