Exhibit 5.1
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SIDLEY AUSTIN (UK) LLP 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 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
May 23, 2007
Dear Sirs
Granite Master Issuer plc (No. 5250668) Series 2007-2 Notes
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1. INTRODUCTION
We have acted as English legal advisers to Granite Master Issuer plc (the
"Company") in connection with the issuance of U.S.$1,060,000,000 Series 2007-2
Class 1A1 Notes due April 2032, (euro)325,000,000 Series 2007-2 Class 1A2
Notes due April 2032, (pound)150,000,000 Series 2007-2 Class 1A3 Notes due
April 2032, U.S.$1,025,000,000 Series 2007-2 Class 2A1 Notes due December
2054, CAN$500,000,000 Series 2007-2 Class 2A2 Notes due December 2054,
U.S.$1,100,000,000 Series 2007-2 Class 3A1 Notes due December 2054,
(euro)1,000,000,000 Series 2007-2 Class 3A2 Notes due December 2054,
$1,000,000,000 Series 2007-2 Class 4A1 Notes due December 2054,
(pound)650,000,000 Series 2007-2 Class 4A2 Notes due December 2054,
U.S.$66,500,000 Series 2007-2 Class 1B1 Notes due December 2054,
U.S.$53,500,000 Series 2007-2 Class 2B1 Notes due December 2054,
U.S.$35,000,000 Series 2007-2 Class 3B1 Notes due December 2054,
(euro)100,000,000 Series 2007-2 Class 3B2 Notes due December 2054,
(pound)53,000,000 Series 2007-2 Class 3B3 Notes due December 2054,
U.S.$64,000,000 Series 2007-2 Class 1M1 Notes due December 2054,
U.S.$52,000,000 Series 2007-2 Class 2M1 Notes due December 2054,
(euro)162,000,000 Series 2007-2 Class 3M2 Notes due December 2054,
(pound)20,000,000 Series 2007-2 Class 3M3 Notes due December 2054,
U.S.$50,000,000 Series 2007-2 Class 2C1 Notes due December 2054,
(euro)52,000,000 Series 2007-2 Class 2C2 Notes due December 2054,
(euro)84,500,000 Series 2007-2 Class 3C2 Notes due December 2054 and
(pound)60,000,000 Series 2007-2 Class 3C3 Notes due December 2054 (the "Series
2007-2 Notes") by the Company.
1.1 Unless otherwise defined, capitalised terms defined in the Issue
Documents (as defined below) have the same meanings when used in this
letter.
1.2 We have examined copies of the documents mentioned in the Schedule
hereto and
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
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such other documents as we have considered necessary.
1.3 We have not made any investigation of, and do not express any opinion
on, the law of any jurisdiction other than England and Wales.
1.4 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 2007-2 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 Tenth 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 2007-2 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
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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 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 2007-2 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 2007-2 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
2007-2 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 2007-2 Notes.
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We express no opinion as to matters of fact.
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 2007-2 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 2007-2 Notes would not
be certain in every circumstance.
(c) The obligations of the Company under the Series 2007-2 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.
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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 (UK) LLP
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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 tenth supplemental issuer trust deed between the Company and The
Bank of New York dated 23 May 2007 relating to the issue of the Series
2007-2 Notes (the "Supplemental Issuer Trust Deed").
3. The issuer paying agent and agent bank agreement amended and restated on
25 January 2005 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 2007-2
Notes.
PART II
The Minutes of a Meeting of the Board of Directors of the Company held on 17
May 2007.
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