Exhibit 8.2
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 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
Re: Granite Master Issuer plc
Granite Finance Funding 2 Limited
Granite Finance Trustees Limited
Series 2006-2 Notes
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Ladies and Gentlemen:
We have acted as English legal counsel and as United Kingdom tax
counsel for Northern Rock plc, a public limited company incorporated under the
laws of England and Wales, 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 Granite Master Issuer plc (the "Issuer"). The Notes will be
issued pursuant to the Sixth Supplemental Issuer Trust Deed dated May 24, 2006
to the Issuer Trust Deed dated January 19, 2005 between The Bank of New York
and the Issuer.
As United Kingdom tax counsel, we have advised the Issuer with
respect to the material United Kingdom tax consequences of the issuance of the
Series 2006-2 Notes as
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 GRANITE MASTER ISSUER PLC |
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SIDLEY | Page 2 | LONDON
described in the discussion set forth under the heading "Material United
Kingdom tax consequences" in the prospectus relating to the issuance of the
Series 2006-2 Notes, which has been filed with the Securities and Exchange
Commission. That advice is reflected in that discussion, and we hereby confirm
and adopt that discussion as our opinion in accordance with its terms.
We hereby consent to the filing of this letter as an exhibit to the
Issuer's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ Sidley Austin
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