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
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SIDLEY | 212 839 5599 FAX |FRANKFURT NEW YORK WASHINGTON, DC
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|FOUNDED 1866
September 19, 2006
Granite Master Issuer plc
Fifth Floor
100 Wood Street
London EC2V 7EX
England
Re: Granite Master Issuer plc
Granite Finance Funding 2 Limited
Granite Finance Trustees Limited
Series 2006-3 Notes
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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 issuance of $1,000,000,000 Series 2006-3 callable class A1
notes due December 2030; $1,800,000,000 Series 2006-3 callable class A3 notes
due December 2054; $1,000,000,000 Series 2006-3 callable class A4 notes due
December 2054; $1,750,000,000 Series 2006-3 callable class A7 notes due
December 2054; $70,000,000 Series 2006-3 callable class B1 notes due December
2054; $182,000,000 Series 2006-3 callable class B2 notes due December 2054;
$90,000,000 Series 2006-3 callable class M1 notes due December 2054;
$100,000,000 Series 2006-3 callable class M2 notes due December 2054 and
$60,000,000 Series 2006-3 callable class C2 notes due December 2054 (the
"Series 2006-3 US Notes") by Granite Master Issuer plc (the "Issuer"). The
Series 2006-3 US Notes will be issued pursuant to the Seventh Supplemental
Issuer Trust Deed dated September 19, 2006 to the Issuer Trust Deed dated
January 19, 2005 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 issuance of the Series 2006-3 US Notes.
This advice is described under the headings "Summary of prospectus supplement
- - Material United States tax consequences" and "Material United States tax
consequences" in the prospectus supplement relating to the Series 2006-3 US
Notes (the "Prospectus Supplement"), and "Summary of prospectus - United
States federal income tax" and "Material United States tax consequences"
(collectively, the "Discussions") in the prospectus relating to the Series
2006-3 US Notes (the "Prospectus"), which Prospectus Supplement and Prospectus
have been filed with the Securities and Exchange
Sidley Austin LLP is a limited liability partnership practicing in
affiliation with other Sidley Austin partnerships
SIDLEY AUSTIN LLP
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SIDLEY |
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Commission. 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 Supplement and Prospectus and in the other documents reviewed by
us. 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 LLP