EXHIBIT  5.1
                               TXS/B1227/27368/KPI          25 March 2003

                               0207 006 2363

Gracechurch Card Funding (No. 3) PLC
200 Aldersgate Street
London  EC1A 4JJ
United Kingdom

Ladies and Gentlemen

RE: GRACECHURCH CARD FUNDING NO. 3 PLC

We  have  acted  as special outside counsel of Gracechurch Card Funding (No. 3)
PLC (the "Seller")  and  have  examined  the Registration Statement on Form F-1
(Registration  No.  333-103800) (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 03-1 (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")




5.    The Notes will be legally issued, fully paid and non-assessable, and will
      be entitled to the benefits of the Trust Deed.

6.    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

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