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                                              March 5, 2003


Holmes Financing (No. 7) PLC
Abbey National House
2 Triton Square
Regents Place
London NW1 3AN
England



            Re:  Holmes Financing (No. 7) PLC
                 Registration Statement on Form S-11


Ladies and Gentlemen:

            We have acted as U.S. tax counsel to Holmes Financing (No.7) PLC, a
public limited company incorporated in England and Wales, in connection with
the preparation and filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-11 on February 13, 2003, as
amended on the date hereof (the "Registration Statement"), relating to the
Series 1 Class A Notes, the Series 1 Class B Notes, the Series 1 Class M Notes,
the Series 2 Class A Notes, the Series 2 Class B Notes, the Series 2 Class M
Notes and the Series 3 Class A Notes.  As U.S. tax counsel, we have
participated in the preparation of the discussions set forth under the captions
"Summary of prospectus-United States tax status" and "United States taxation"
(the "Discussions") in the prospectus (the "Prospectus"), which is part of the
Registration Statement.  Capitalized terms used and not otherwise defined
herein are used as defined in the Prospectus.



Holmes Financing (No. 7) PLC       Page 2

            We hereby confirm that the opinions set forth in the Discussions
represent our opinions as to the matters of law covered by them and consent to
the filing of this opinion as an exhibit to the Registration Statement.

            We are aware that we are referred to in the Discussions and under
the heading "Legal matters" in the Prospectus, and we hereby consent to the
references to us in those sections without thereby admitting that we are
"experts" under the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder for purposes of any part of the
Registration Statement, including this exhibit.

                                     Very truly yours,


                                     CLEARY, GOTTLIEB, STEEN & HAMILTON


                                     By_/s/ James M. Peaslee
                                       _______________________________
                                     James M. Peaslee, a Partner