Exhibit 8.1

                                                                2 September 2003

                                  0207 006 2363

Gracechurch Card Funding (No. 5) PLC
54 Lombard Street
London  EC3P 3AH
United Kingdom

Ladies and Gentlemen

OPINION OF CLIFFORD CHANCE US LLP RE: U.S. TAX MATTERS
Gracechurch Card Funding (No. 5) PLC

We have acted as U.S.  tax counsel for  Gracechurch  Card Funding (No. 5) 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 A1, Class A2, 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 U.S. 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 Clifford Chance US
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,


CLIFFORD CHANCE US LLP


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