Exhibit 8.2
SIDLEY AUSTIN SIDLEY AUSTIN (UK) LLP |BEIJING GENEVA SAN FRANCISCO
- ----------------| WOOLGATE EXCHANGE |BRUSSELS HONG KONG SHANGHAI
SIDLEY | 25 BASINGHALL STREET |CHICAGO LONDON SINGAPORE
LONDON EC2V 5HA |DALLAS LOS ANGELES TOKYO
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
c/o Fifth Floor
100 Wood Street
London EC2V 7EX
March 28, 2007
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 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 preparation of the registration
statement on Form S-3 (the "Registration Statement") of Granite Master Issuer
plc (the "Issuer"), Granite Finance Funding 2 Limited and Granite Finance
Trustees Limited that was initially filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on March
23, 2007, of which the prospectus (the "Prospectus") forms a part. The Notes
will be issued pursuant to a trust deed 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 proposed issuance of
the Notes as described in the discussion set forth under the heading "Material
United Kingdom tax consequences" in the Prospectus. That advice is reflected
in that discussion, and we hereby confirm and adopt that discussion as our
opinion in accordance with its terms.
Sidley Austin (UK) LLP is a limited liability partnership formed and
registered under the laws of the State of Delaware. The offices listed above
(other than London) are offices of associated Sidley Austin partnerships.
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.
Regulated by the
Law Society.
SIDLEY AUSTIN
- ----------------|
SIDLEY |
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
Northern Rock plc) being made under the headings "Material United Kingdom tax
consequences", "Enforcement of foreign judgments in England and Wales" 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 (UK) LLP
2