Exhibit 8.2
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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
- ------------- 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
May 23, 2007
Re: Granite Master Issuer plc
Granite Finance Funding 2 Limited
Granite Finance Trustees Limited
Series 2007-2 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.$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
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 GRANITE MASTER ISSUER PLC|
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SIDLEY PAGE 2|LONDON
Notes due December 2054 (the "Series 2007-2 Notes") by Granite Master Issuer
plc (the "Issuer"). The Series 2007-2 Notes will be issued pursuant to the
Tenth Supplemental Issuer Trust Deed dated May 23, 2007 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
2007-2 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 2007-2 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 (UK) LLP