EXHIBIT 5.1


                               MXI/B1227/24406/KPI                3 October 2002
                               +44 (0)20 7006 2410


Gracechurch Card Funding (No. 2) PLC 200
Aldersgate Street
London EC1A 4JJ

[3 OCTOBER 2002] - LADIES AND GENTLEMEN: RE: GRACECHURCH CARD FUNDING (NO. 2)
PLC

We have acted as special outside counsel of Gracechurch Card Funding (No. 2) PLC
(the "Seller") and have examined the Registration Statement on Form F-1
(Registration No. 333-10970) (the "Registration Statement") filed by the Seller
with the Securities and Exchange Commission (the "Commission") with respect to
the issuance by the Seller of a series of its Floating Rate Asset Backed Class A
Notes, Class B Notes and Class C Notes, Series 02-1 (the Class A Notes, Class B
Notes and the Class C Notes, together the "Notes"). The Notes to be issued by
the Seller are constituted pursuant to the Trust Deed (the "Trust Deed"), a form
of which is attached to the Registration Statement as Exhibit 4.4. Terms used
herein and not defined herein shall have the meaning set forth in the Trust
Deed. We are familiar with the proceedings to date with respect to the proposed
offering and sale to the public of the Notes and have examined such records,
documents and matters of law and satisfied ourselves as to such matters of fact
as we have considered relevant for the purposes of this opinion. Based on the
foregoing, it is our opinion that when:

1.      the Trust Deed pertaining to the Notes shall have been duly executed and
        delivered by the parties thereto,

2.      the Notes shall have been duly executed by the Seller and authenticated
        by the Note Trustee in accordance with the Trust Deed and delivered by
        the Seller, in the case of the Class A Notes, the Class B Notes and the
        Class C Notes, in accordance with the Underwriting Agreement (the
        "Underwriting Agreement"), a form of which is attached to the
        Registration Statement as Exhibit 1.1,

3.      the Seller shall have received the agreed purchase price for the Notes
        in accordance with the Underwriting Agreement, and





4.      the Registration Statement shall have been declared effective by the
        Commission under the Securities Act of 1933, as amended (the "Securities
        Act"). The Notes will be legally issued, fully paid and non-assessable,
        and will be entitled to the benefits of the Trust Deed. We hereby
        consent to the filing of this opinion as an exhibit to the Registration
        Statement and to the reference to us under the heading "Legal Matters"
        in the Prospectus which forms a part of the Registration Statement, and
        to the filing of this consent as an exhibit to the Registration
        Statement. In giving such consent, we do not consider that we are in the
        category of persons whose consent is required under Section 7 of the
        Securities Act or the rules and regulations of the Commission
        promulgated thereunder.



Yours sincerely




CLIFFORD CHANCE LLP