EXHIBIT 8.1


October 4, 2002



Gracechurch Card Funding (No. 2) PLC
54 Lombard Street,
London EC3P 3AH,
United Kingdom

RE:      GRACECHURCH CARD FUNDING (NO. 2) PLC

Ladies and Gentlemen:

We have acted as U.S. tax counsel for Gracechurch Card Funding (No.2) PLC, a
public limited company incorporated in England and Wales (the "ISSUER"), in
connection with the preparation of the Registration Statement on Form F-1 (the
"REGISTRATION STATEMENT"), which has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "ACT"), for the
registration under the Act of class A, class B and class C notes (the "NOTES")
representing non-recourse asset backed obligations of the Issuer. The Notes are
to be issued pursuant to a trust deed, governed by English law (the "TRUST
DEED") between the Issuer and the Bank of New York acting through its London
branch, as trustee, substantially in the form filed as exhibit 4.4 to the
Registration Statement.

We hereby confirm that the statements set forth in the prospectus relating to
the Notes (the "PROSPECTUS") forming a part of the Registration Statement under
the headings "Prospectus Summary: United States Federal Income Tax Status" and
"Material United States Federal Income Tax Consequences", to the extent that
they constitute matters of law or legal conclusions with respect thereto, are
correct in all material respects. We further hereby confirm and adopt the
opinions as to the material federal tax consequences of the purchase, ownership
and disposition of the Notes set forth in the Prospectus under the heading
"Material United States Federal Income Tax Consequences". The statements
concerning federal income tax consequences contained in the prospectus do not
purport to discuss all possible United States income tax ramifications of the
proposed issuance.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington &
Sutcliffe LLP under the captions "Legal Matters", "Prospectus Summary: United
States Federal Income Tax Status" and "Material United States Federal Income Tax
Consequences" in the Prospectus. In giving such consent, we do not admit that we
are "experts," within the meaning of the term used in 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 opinion as an
exhibit or otherwise.

Respectfully submitted,



ORRICK, HERRINGTON & SUTCLIFFE LLP