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 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
September 19, 2006
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 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.$1,000,000,000
Series 2006-3 Class A1 Notes due December 2030, (euro)830,000,000 Series
2006-3 Class A2 Notes due December 2030, U.S. $1,800,000,000 Series 2006-3
Class A3 Notes due December 2054, U.S.$1,000,000,000 Series 2006-3 Class A4
Notes due December 2054, (euro)1,250,000,000 Series 2006-3 Class A5 Notes due
December 2054, (pound)700,000,000 Series 2006-3 Class A6 Notes due December
2054, U.S$1,750,000,000 Series 2006-3 Class A7 Notes due December 2054, U.S.
$70,000,000 Series 2006-3 Class B1 Notes due December 2054, U.S. $182,000,000
Series 2006-3 Class B2 Notes due December 2054, (euro)30,000,000 Series 2006-3
Class B3 Notes due December 2054, U.S.$90,000,000 Series 2006-3 Class M1 Notes
due December 2054, U.S. $100,000,000 Series 2006-3 Class M2 Notes due December
2054, (euro)47,000,000 Series 2006-3 Class M3 Notes due December 2054,
(pound)10,000,000 Series 2006-3 Class M4 Notes due December 2054, U.S.
$60,000,000 Series 2006-3 Class C2 Notes due December 2054 and
(euro)137,000,000 Series 2006-3 Class C3 Notes due December 2054 (the "Series
2006-3 Notes") by Granite Master Issuer plc (the "Issuer"). The 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.
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 MASER ISSUER PLC|
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SIDLEY | PAGE 2| LONDON
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 2006-3
Notes as described in the discussion set forth under the heading "Material
United Kingdom tax consequences" in the prospectus relating to the issuance of
the Series 2006-3 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