B1227/19155/KPI                       28 October 1999

Gracechurch Card Funding (No.1) PLC
200 Aldersgate Street
London EC1A 4JJ

Ladies and Gentlemen:

Re: Gracechurch Card Funding (No.1) PLC

We have acted as special outside counsel of Gracechurch Card Funding (No.1) 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
A3 Notes and Class B Notes, Series 99-1 (the Class A3 Notes and the Class B
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 4.5. 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 A3 Notes, in accordance with the
        Class A3 Note Subscription Agreement (the "A3 Subscription Agreement"),
        and, in the case of the Class B Notes, the Class B Note Subscription
        Agreement (the "B Subscription Agreement"), a form of each of which is
        attached to the Registration Statement as Exhibit 1.1,

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3.      the Seller shall have received the agreed purchase price for the Notes,
        in the case of the Class A3 Notes, in accordance with the A3
        Subscription Agreement and, in the case of the Class B Notes, in
        accordance with the B Subscription 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, will be binding
obligations of the Issuer 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.

Very truly yours,

/s/Clifford Chance



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