27 October 1999

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

Re:Gracechurch Card Funding (No.1) PLC

Ladies and Gentlemen:

     We have acted as U.S. tax counsel for Gracechurch Card Funding (No.1) 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 notes and class B notes (the "Notes")
representing 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 "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 "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. In particular,
no opinion is given as to the characterisation of the Notes as debt or equity
for United States Federal income tax purposes.

     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 "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,


                        /s/ORRICK, HERRINGTON & SUTCLIFFE LLP


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