SIDLEY AUSTIN BROWN & WOOD LLP

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                                                                 August 30, 2002

Granite Mortgages 02-2 plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX

         Re:      Granite Mortgages 02-2 plc
                  Granite Finance Funding Limited
                  Granite Finance Trustees Limited
                  Registration Statement on Form S-11

Ladies and Gentlemen:

     We have acted as United States tax counsel for Granite Mortgages 02-2 plc,
a public limited company incorporated under the laws of England and Wales (the
"Issuer"), Granite Finance Funding Limited, a company incorporated under the
laws of Jersey ("Funding") and Granite Finance Trustees Limited, a company
incorporated under the laws of Jersey (the "Mortgages Trustee," and with the
Issuer and Funding, the "Registrants" and each a "Registrant"), in connection
with the preparation of the registration statement on Form S-11 (the
"Registration Statement") that was initially filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on
July 24, 2002, of which the prospectus (the "Prospectus") forms a part. The
Notes will be issued pursuant to a trust deed (the "Trust Deed") between The
Bank of New York (the "Note Trustee") and the Issuer.

     We have advised the Registrants with respect to certain United States tax
consequences of the proposed issuance of the Notes. This advice is summarized
under the headings "Summary of the notes - United States tax status" and
"Material United States tax consequences" in the Prospectus relating to the
Notes in respect of which we participated as your counsel for the registration
of such Notes under the Act. We confirm and adopt as our opinion the opinions
set forth in the Prospectus under the captions "Summary of the notes - United
States tax status" and "Material United States tax consequences".

     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 the
Registrants) under the headings "Summary of the notes - United States tax
status", "Material United States tax consequences" 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 BROWN & WOOD LLP



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