Exhibit 5.1
SIDLEY AUSTIN BEIJING GENEVA SAN FRANCISCO
WOOLGATE EXCHANGE BRUSSELS HONG KONG SHANGHAI
SIDLEY AUSTIN 25 BASINGHALL STREET CHICAGO LONDON SINGAPORE
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SIDLEY | DX NUMBER 580 FRANKFURT NEW YORK WASHINGTON, DC
LONDON CITY
+44 (0) 20 7360 3600
+44 (0) 20 7626 7937 FAX
Granite Master Issuer plc
Fifth Floor
100 Wood Street
London
EC2V 7EX
May 24, 2006
Dear Sirs
Granite Master Issuer plc (No. 5250668) Series 2006-2 Notes
1. INTRODUCTION
1.1 We have acted as English legal advisers to Granite Master Issuer plc
(the "Company") in connection with the issuance of U.S.$810,000,000
Series 2006-2 Class A1 Notes due April 2031, (euro)300,000,000 Series
2006-2 Class A2 Notes due April 2031, (pound)70,000,000 Series 2006-2
Class A3 Notes due April 2031, U.S.$1,275,000,000 Series 2006-2 Class
A4 Notes due December 2054, (euro)1,360,000,000 Series 2006-2 Class
A5 Notes due December 2054, (pound)500,000,000 Series 2006-2 Class A6
Notes due December 2054, U.S$29,000,000 Series-- 2006-2 Class B1
Notes due December 2054, U.S. $36,000,000 Series 2006-2 Class B2
Notes due December 2054, (euro)37,500,000 Series 2006-2 Class B3
Notes due December 2054, U.S.$25,000,000 Series 2006-2 Class M1 Notes
due December 2054, U.S.$25,000,000 Series 2006-2 Class M2 Notes due
December 2054, (euro)35,000,000 Series 2006-2 Class M3 Notes due
December 2054, (pound)10,000,000 Series 2006-2 Class M4 Notes due
December 2054, U.S.$75,000,000 Series 2006-2 Class C1 Notes due
December 2054, (euro)55,000,000 Series 2006-2 Class C2 Notes due
December 2054 and (pound)12,000,000 Series 2006-2 Class C3 Notes due
December 2054 (the "Series 2006-2 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.
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.
SIDLEY AUSTIN
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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;
(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 Series 2006-2 Notes have been 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 Series 2006-2 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, on the date hereof, unable to pay
its debts within the meaning of section 123 of the
Insolvency Act 1986 (as amended) and will not
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become unable to do so in consequence of the transactions
effected by the Issue Documents;
(h) that the Minutes referred to in Part II of the Schedule
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 have, in all material
respects relevant hereto, been executed and delivered
substantially in the form of the relevant exhibit to the
Registration Statement;
(k) that none of the parties to the Issue Documents has taken or
will take any action in relation to the Series 2006-2 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 Series 2006-2 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 Series 2006-2 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 Series 2006-2 Notes.
We express no opinion as to matters of fact.
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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 Series 2006-2 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 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 Series 2006-2 Notes would not be
certain in every circumstance.
(c) The obligations of the Company under the Series 2006-2 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
Company's Report on Form 8-K dated the date hereof.
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. The sixth supplemental issuer trust deed between the Company and The
Bank of New York dated 24 May 2006 relating to the issue of the Series
2006-2 Notes (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").
4. The form of Global Note Certificate for each Class of Series 2006-2
Notes.
PART II
The Minutes of a Meeting of the Board of Directors of the Company held on 17
May 2006.
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